1. Introduction
1.1 This Platform Science SDK License Agreement (the "License Agreement") is a legal agreement between the person or entity identified on the SDK Order Form (“Developer”), and Platform Science, Inc., a Delaware corporation (“Platform Science”) and governs the use of the Platform Science SDK provided to Developer as well as procurement of SDK Hardware. This License Agreement becomes effective on the earlier of the date Developer accepts them or otherwise first uses the SDK and will continue as long as Developer is in compliance with the terms specified herein or until otherwise terminated. This License Agreement applies to any Platform Science SDK provided by Platform Science or that includes, displays, or links to this License Agreement, and to any updates, supplements or support services for the Platform Science SDK.
1.2 “Confidential Information” means the Platform Science SDK (unless made publicly available by Platform Science without confidentiality obligations), and any Platform Science business, marketing, pricing, research and development, know-how, technical, scientific, financial status, proposed new products or other information disclosed by Platform Science (whether pertaining to Platform Science or a third party) to Developer which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment as confidential. Confidential Information does not and will not include information that: (i) is or becomes generally known to the public through no fault of or breach of this License Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
1.3 "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. Platform Science reserves all rights not expressly granted to Developer.
1.4 “Platform Science API” means the application program interface(s) made available by Platform Science.
1.5 “Platform Science Approved Application” means RPM Enabled Applications that have been SPEED Certified/approved by Platform Science for inclusion in the Platform Science Catalog (or Customer Catalog(s)) and managed by the RPM System.
1.6 “Platform Science Extension" means software extensions that have been developed by Developer using the Platform Science SDK or Platform Science API that are submitted to Platform Science as provided herein. Platform Science Extensions provide services that do all of the following: (a) interface with software-based services developed by the Developer that provide information and related services to Platform Science Customers, (b) access data from the Platform Science cloud, data queue or device and use the data to provide and information to Platform Science Customers that are also Developer’s customers, (c) do not require an application on the vehicle or for use by the driver, do not need to execute locally on a Platform Science Device on the vehicle and there is no data pushed to the driver, and (d) utilize interfaces written by the Developer or Platform Science that in either case use the Platform Science SDK or the Platform Science API to either embed new functionality for developers who use the Platform Science API, or to extract data through the Platform Science API. Platform Science shall have the sole discretion to determine whether software is a Platform Science Extension or not in accordance with its criteria.
1.7 “Platform Science SDK” or “SDK” means the Platform Science software development kit, and may include, at Platform Science’s sole discretion, the Platform Science API’s, SDK libraries, sample source code, header files, binary files, and documentation, as well as any subsequent updates or upgrade made available to Developer. The Platform Science SDK includes any associated documentation, software code, or other materials made available by Platform Science to assist Developer in developing Platform Science Extensions, or RPM enabled software applications (“RPM Enabled Applications").
1.8 “Platform Science SPEED Certification” means the review process of submitted RPM Enabled Applications performed by Platform Science.
1.9 “Remote Platform Management System” or “RPM System” is the Platform Science proprietary system used to manage applications and extensions and deliver data to and from these applications and extensions.
1.10 “RPM Enabled Application” means software-based services that operate through an Android software application or Platform Science web infrastructure, that has been developed by Developer using the Platform Science SDK or Platform Science API. The term “RPM Enabled Application” also means Platform Science Approved Applications (RPM Enabled Applications that have been SPEED Certified/approved by Platform Science) as context requires.
1.11 “SDK Order Form” means the order form filled out and submitted by or on behalf of Developer, and accepted by Platform Science, for Developer’s purchase of the license for the Platform Science SDK and/or SDK Hardware (defined below).
2. Accepting the License Agreement
2.1 In order to use the Platform Science SDK, Developer must first agree to the License Agreement. Developer may not use the Platform Science SDK if Developer does not accept and comply with this License Agreement.
2.2 By signing this License Agreement and/or downloading, installing, copying, or otherwise using the Platform Science SDK, Developer agrees to the terms of the License Agreement. If Developer does not agree to the terms of this License Agreement, do not download, install, copy or use the Platform Science SDK.
2.3 Developer may not use the Platform Science SDK and may not accept the License Agreement if Developer is a person barred from receiving the Platform Science SDK under the laws of the United States or other countries including the country in which Developer is resident or from which Developer uses the Platform Science SDK.
2.4 If Developer will use the Platform Science SDK internally within Developer’s company or organization Developer agrees to be bound by the License Agreement on behalf of Developer’s employer or other entity, and Developer represents and warrants that Developer has full legal authority to bind Developer’s employer or such entity to the License Agreement. If Developer does not have the requisite authority, Developer may not accept the License Agreement or download, install, copy, or use the Platform Science SDK on behalf of Developer’s employer or other entity.
2.5 This License Agreement does not govern use of any Platform Science software or services other than the Platform Science SDK. Refer to the relevant agreements accompanying any other Platform Science software or services for their respective governing terms.
3. Platform Science SDK License from Platform Science
3.1 Subject to the terms of this License Agreement, under its copyrights and trade secrets, Platform Science grants Developer a limited, worldwide, royalty-free, non-assignable, non-exclusive, and non-sublicensable license to use the Platform Science SDK solely to develop RPM Enabled Applications and/or Platform Science Extensions for the RPM System and to certify compatibility of Developer’s RPM Enabled Application and/or Platform Science Extensions with the RPM System through the Platform Science SPEED Certification testing process.
3.2 Developer may not use the Platform Science SDK to develop applications for other platforms (including non-compatible implementations of the Platform) or to develop another SDK. Except for the license granted in Section 3.1 of this License Agreement, any use of the SDK to develop products, technologies, or services competitive with the Platform or any component thereof is expressly excluded from the scope of the foregoing license and is prohibited. Platform Science acknowledges that the Developer may develop applications for other platforms provided that the Platform Science SDK is not used for that purpose.
3.3 Developer 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. The API is protected by United States and foreign copyright and other intellectual property laws. The structure, format and source code of the Platform Science intellectual property 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 and Contractors (defined below), provided such employees and Contractors 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 employees and Contractors and is solely liability for all acts and omissions of the same. 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.
3.4 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. Except to the extent required by applicable third party licenses, Developer may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, algorithm, or structure, or create derivative works of the Platform Science SDK or any part of the Platform Science SDK.
3.5 Developer may not disclose the results of any benchmarking or other competitive analysis relating to the Platform Science SDK without the prior written permission from Platform Science.
3.6 Except as expressly authorized in this License Agreement, Developer agrees that Developer will not (nor allow third parties to): (i) copy and use software that was licensed to Developer; (ii) sell, transfer, assign, distribute, rent, loan, lease, sublicense or otherwise make available the Platform Science SDK or its functionality to third parties: (a) as an application services provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, time sharing or providing any other type of services, or (d) otherwise by means of the internet; (iii) distribute, permit access to, or sublicense the Platform Science SDK as a stand-alone product; (iv) use the SDK in any manner that would cause the Platform Science SDK to become subject to an Open Source License. Nothing in this License Agreement shall be construed to give Developer a right to use, or otherwise obtain access to, any source code from which the software or any portion thereof is compiled or interpreted. “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.
3.7 Use, reproduction and distribution of components of the Platform Science SDK licensed under an open source software 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 software 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.
3.8 Developer agrees that the form and nature of the Platform Science SDK that Platform Science provides may change without prior notice to Developer and that future versions of the Platform Science SDK may be incompatible with RPM Enabled Applications and/or Platform Science Extensions developed on previous versions of the Platform Science SDK. Developer understands that it is Developer’s sole and exclusive obligation to ensure compatibility of the RPM Enabled 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.
3.9 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.
3.10 Nothing in the License Agreement gives Developer a right to use any of Platform Science's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
3.11 Developer agrees that Developer will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Platform Science SDK. Developer agrees to protect all copyright and other ownership interests of Platform Science and/or its suppliers in all items in the SDK supplied under this License Agreement. Developer agrees that all copies of the items in the SDK, reproduced for any reason by Developer, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the master items delivered by Platform Science in the SDK. Developer agrees that Developer will not bypass, disable, circumvent or remove any form of copy protection, encryption, security or digital rights management or authentication mechanism used by Platform Science in connection with the Platform Science SDK, or use the Platform Science SDK together with any authorization code, serial number, or other copy protection device not supplied by Platform Science directly or through an authorized reseller.
3.12 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 software applications that Developer develops using the Platform Science SDK, including any Intellectual Property Rights that subsist in those applications.
3.13 Platform Science may offer Developer the opportunity to procure certain hardware components as part of utilizing the SDK (“SDK Hardware”). Any terms or conditions contained in any Developer purchase order or other document (each a “Purchase Order”) issued by Developer for a purchase of SDK Hardware hereunder must be agreed to in writing by Platform Science in order to be effective. To the extent there is any conflict between the terms and conditions of a Purchase Order and this License Agreement, this License Agreement shall prevail.
Shipment. Platform Science shall select the method of shipment of, and the carrier for, the SDK Hardware. Developer shall pay for the shipping costs, which shall be invoiced by Platform Science. Platform Science may, in its sole discretion, without liability or penalty, make partial shipments of the Hardware to Developer.
Delivery. Platform Science shall use commercially reasonable efforts to deliver the Hardware to the delivery location specified in the Purchase Order on or before the delivery date specified in the applicable Purchase Order, using Platform Science’s standard methods for packaging and shipping such Hardware.
Late Delivery. Any delivery schedule quoted by Platform Science for delivery of the SDK Hardware is a good faith estimate only. Platform Science shall not be liable for, or in respect of, any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery, although Platform Science shall use commercially reasonable efforts to meet such delivery schedule. No delay in the shipment or delivery of any SDK Hardware relieves Developer of its obligations under this License Agreement, including without limitation accepting delivery of any remaining installment(s) of SDK Hardware.
Inspection. Developer shall inspect the SDK Hardware within five (5) business days of receipt ("Inspection Period") and either accept or, if such SDK Hardware is Incorrect Hardware, reject such SDK Hardware. For purposes of this License Agreement, "Incorrect Hardware" means any SDK Hardware received by Developer from Platform Science or Platform Science’s authorized reseller pursuant to a Purchase Order that: (a) does not conform to the SDK Hardware listed in the applicable Purchase Order accepted by Platform Science, (b) is physically broken, or (c) exceeds the quantity of SDK Hardware ordered by Developer pursuant to this License Agreement or any Purchase Order accepted in writing by Platform Science. Developer will be deemed to have accepted the SDK Hardware unless it notifies Platform Science in writing of any Incorrect Hardware during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Platform Science. If Platform Science determines that the SDK Hardware is Incorrect Hardware, it shall, in its sole discretion, and as its sole obligation with respect thereto, either: (i) replace such Incorrect Hardware with conforming SDK Hardware, or (ii) refund the purchase price for such Incorrect Hardware, together with any reasonable shipping and handling expenses incurred by Developer in connection therewith.
Limited Right of Return. Except as expressly provided under Section 3.13(iv) in the case of Incorrect Hardware, or to the extent as otherwise expressly provided elsewhere in this License Agreement, Developer has no right to return SDK Hardware purchased under this License Agreement to Platform Science.
Title and Risk of Loss. Title and risk of loss to any SDK Hardware ordered under this License Agreement passes to Developer FOB point of distribution.
Product Recalls. If any SDK Hardware is determined by Platform Science or any third-party manufacturer of the SDK Hardware or any governmental agency or court to contain a defect or a quality or performance deficiency, or not be in compliance with any standard or requirement so as to make it advisable that such SDK Hardware be reworked or recalled, Platform Science and Developer will promptly communicate relevant facts to each other and shall undertake to develop and implement a mutually agreeable corrective action, provided that Developer shall cooperate with and assist Platform Science in any necessary filings and corrective action, and provided that nothing contained in this section shall preclude Developer from taking such action as may be required of it under any such law or regulation. Platform Science shall perform or have performed all necessary repairs or modifications to the SDK Hardware at as otherwise agreed in writing with Developer (such as for replacement or other plan). Each party shall consult with the other party before making any statements to the public or a governmental agency relating to potential safety hazards affecting the SDK Hardware, except where such consultation would prevent timely notification required by law.
Payment. All amounts owed by Developer for SDK Hardware shall be paid in advance and in such method as directed by Platform Science.
4. Use of the Platform Science SDK by Developer
4.1 Developer agrees to use the Platform Science SDK and write RPM Enabled Applications and/or Platform Science Extensions only for purposes that are permitted by (i) the License Agreement, and (ii) 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).
4.2 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 as provided in Paragraph 4.3 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 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.
4.3 Under this License Agreement, Developer may allow (i) Developer’s employees, and (ii) individuals who work primarily for Developer on a contractor basis (i.e. for Developer’s sole account and benefit) and from Developer’s secure network and who are obligated by a written agreement with Developer to comply with this License Agreement (each a "Contractor"), to access and use the Platform Science SDK pursuant to the terms in Section 1 solely to perform work on Developer’s behalf, provided further that with respect to Contractors: (a) Developer obtain a written agreement from the Contractor which contains terms and obligations with respect to access to or use of Licensed Software no less protective of Platform Science than those set forth in this License Agreement, and (b) such Contractor’s access and use expressly excludes any sublicensing or distribution rights for the Platform Science SDK. Developer is responsible for the compliance with the terms and conditions of this License Agreement by Developer’s employees and Contractors. 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 employees or Contractors.
4.4 Developer agrees that if Developer uses the Platform Science SDK to develop RPM Enabled Applications and/or Platform Science Extensions, Developer will protect the privacy and legal rights of users. If users provide Developer with user names, passwords, or other login information or personal information, Developer must make the users aware that the information will be available to Developer’s application, and Developer must provide legally adequate privacy notice and protection for those users. If Developer’s RPM Enabled Application and/or Platform Science Extension stores personal or sensitive information provided by users, it must do so securely. If users provide Developer with Platform Science Account information, Developer’s RPM Enabled Application and/or Platform Science Extension may only use that information to access the user's Platform Science Account when, and 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 are solely responsible for taking the necessary steps to protect such data.
4.5 Developer agrees that Developer will not engage in any activity with the Platform Science SDK, including the development or distribution of a RPM Enabled Applications and/or Platform Science Extension, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Platform Science or any third party.
4.6 Developer agrees that Developer is solely responsible for (and that Platform Science has no responsibility to Developer or to any third party for) any data, content, or resources that Developer creates, transmits or displays through the Platform and/or applications for the Platform, and for the consequences of Developer’s actions (including any loss or damage which Platform Science may suffer) by doing so.
4.7 Developer agrees that Developer is solely responsible for (and that Platform Science has no responsibility to Developer or to any third party for) any breach of Developer’s obligations under the 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 Platform Science or any third party may suffer) of any such breach.
4.8 Developer has no obligation to provide Feedback to Platform Science. However, if Developer or it’s Contractors provide Feedback 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. “Feedback” means any and all of Developer’s employees’ or Contractors’ 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.
4.9 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, including RPM Enabled Applications and/or Platform Science Extensions, the Parties will endeavor to enter into a commercial agreement (“Marketplace Agreement”). In the event of a conflict with this License Agreement, such Marketplace Agreement will control.
4.10 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 RPM Enabled Application, Platform Science Extension, or other products, software or technologies that Developer may develop, produce, market, or distribute.
4.11 Developer acknowledges and agrees that Platform Science may modify the API, API calls, any Platform Science Apps, the Platform, the Platform Science Portal, the Documentation, and any of the features provided in connection with the foregoing at any time (“Modification”). Developer acknowledges that a Modification may have an adverse effect on a RPM Enabled Application, including but not limited to changing the manner in which a RPM Enabled Application communicates with the API and/or display or transmits Data. Developer understands that Developer is responsible for making any changes to any RPM Enabled Applications that may be required as a result of such Modification(s). If Developer does not make any required changes, it bears the risk that the RPM Enabled Applications will no longer work as designed. Platform Science shall have no liability of any kind to Developer or any user of an RPM Enabled Applications with respect to such Modifications or any adverse effects resulting from such Modifications.
4.12 Developer represents, warrants and covenants to Platform Science use of the SDK by Developer will be free from (a) viruses, worms, trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of any software, firmware, hardware, wireless device, computer system or network; (b) traps, time bombs, or other code that would disable any software, RPM Enabled Application, or Platform Science Extension based on the elapsing of a period of time, advancement to a particular date or other numeral; and (c) code that would permit Developer or any third party to access the SDK to cause disablement or impairment.
4.13 Developer’s rights to use the SDK is expressly conditioned on Developer’s compliance to the terms and conditions of this License Agreement including the following:
Developer may not share any information about the SDK with any third party without the prior written consent of Platform Science;
Developer may not sell, sublicense, rent, lease, distribute or lend the SDK or any piece or component thereof to anyone, including any employee, affiliate, parent, subsidiary, holding company or any other organization or person, without the prior written consent of Platform Science;
Developer may not download, copy, modify, decompile, disassemble, reverse engineer, translate, or create derivative works based on the SDK in any form or format for any purpose, without the prior written consent of Platform Science;
Developer must not use the SDK for any reason other than for purposes provided for herein and pursuant to the terms and conditions of this License Agreement;
Developer may not remove any copyright or other proprietary rights, markings or symbols or notices from the SDK;
Developer agrees that it shall use the SDK exclusively in compliance with applicable laws, rules and regulations;
Developer may not use the SDK in any way that is misleading, defamatory, infringing, libelous, disparaging or otherwise objectionable, or in any way that suggests that Platform Science has created, sponsored or endorsed Developer or any of Developer’s products or services;
Subject to Developer’s compliance with the terms and conditions of this Agreement, Platform Science may issue appropriate credentials that could 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;
Developer may not provide access to the SDK to anyone other than its employees and Contractors working solely for the account and benefit of Developer, provided such employees and Contractors may only use the SDK strictly in compliance with this Agreement. Developer is solely responsible for ensuring compliance with this Agreement by its employees and Contractors and is directly and primarily liable to Platform Science for all acts and omissions of the same; and
Developer must not leverage or otherwise utilize Platform Science branded search terms for Developer’s own purposes.
5. Developer Credentials
5. Developer acknowledges and agrees that Developer is responsible for maintaining the confidentiality of any developer credentials that may be issued to Developer and that Developer will be solely responsible for all RPM Enabled Applications and/or Platform Science Extensions that are developed under Developer’s credentials.
6. Privacy and Information
6. Developer agrees that Platform Science may periodically collect, process and store Technical Data. “Technical Data” means technical data, usage statistics, and related information about the RPM Enabled Application and/or Platform Science Extension 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. The data collected may be examined in the aggregate to improve the Platform Science SDK and will be maintained in accordance with Platform Science's Privacy Policy.
7. Third Party Applications
7.1 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 person 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.
7.2 Developer should be aware the data, content, and resources presented to Developer through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). Developer may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless Developer have been specifically given permission to do so by the relevant owners.
7.3 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.
8. Using Platform Science APIs
8.1 If Developer uses any Platform Science API, Developer acknowledges that the data may be protected by intellectual property rights which are owned by Platform Science or those parties that provide the data (or by other persons or companies on their behalf). Developer may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant terms of service.
8.2 If Developer uses any API to retrieve a user's data from Platform Science, Developer acknowledges and agrees that Developer shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given Developer permission to do so. Further, Developer agrees it will not make API calls exceeding a reasonable amount per day, as determined in Platform Science’s sole discretion, and in accordance with this License Agreement.
8.3 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.
9. Terminating the License Agreement
9.1 The License Agreement will continue to apply until terminated by either Developer or Platform Science as set out below.
9.2 If Developer wants to terminate the License Agreement, Developer may do so by ceasing Developer’s use of the Platform Science SDK and any relevant developer credentials.
9.3 Platform Science may at any time, terminate the License Agreement with Developer if: (i) Developer has breached any provision of the License Agreement; (ii) Platform Science is required to do so by law; (iii) the open source or third party licensor included in certain parts of the SDK (such as APIs) to Developer has terminated its relationship with Platform Science or ceased to offer certain parts of the SDK to Developer or Platform Science; or (iv) Platform Science decides to no longer provide the SDK or certain parts of the SDK to users in the country in which Developer is resident or from which Developer uses the service, or the provision of the SDK or certain SDK services to Developer by Platform Science is, in Platform Science's sole discretion, no longer commercially viable.
9.4 Notwithstanding the foregoing, the party terminating this License Agreement shall incur no additional liability merely by virtue of such termination. Termination of this License Agreement regardless of cause or nature shall be without prejudice to any other rights or remedies of the parties and shall be without liability for any loss or damage occasioned thereby.
9.5 Upon any termination of this License Agreement Developer must remove all full and partial copies of the items in the SDK from Developer’s computer and discontinue the use of the items in the SDK. Upon written request, Developer will certify in writing that Developer has complied with Developer’s obligations under this section.
9.6 When the License Agreement comes to an end, all of the legal rights, obligations and liabilities that Developer and Platform Science have benefited from, been subject to (or which have accrued over time whilst the License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
10. DISCLAIMERS
10.1 DEVELOPER EXPRESSLY UNDERSTANDS AND AGREES THAT DEVELOPER’S USE OF THE PLATFORM SCIENCE SDK AND SDK HARDWARE IS AT DEVELOPER’S SOLE RISK AND THAT THE PLATFORM SCIENCE SDK AND SDK HARDWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM PLATFORM SCIENCE.
10.2 DEVELOPER’S USE OF THE PLATFORM SCIENCE SDK, SDK HARDWARE,AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM SCIENCE SDK IS AT DEVELOPER’S OWN DISCRETION AND RISK AND DEVELOPER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEVELOPER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. WITHOUT LIMITING THE FOREGOING, DEVELOPER UNDERSTANDS THAT THE PLATFORM SCIENCE 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.
10.3 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-INGRINGEMENT, 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.
11. LIMITATION OF LIABILITY
10.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLATFORM SCIENCE, AND PLATFORM SCIENCE'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE USE OR PERFORMANCE OF THE PLATFORM SCIENCE SDK AND/OR THE SDK HARDWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY AND WHETHER OR NOT PLATFORM SCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF PLATFORM SCIENCE, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE LESSER OF EITHER: (A) $100.00; OR (B) THE AMOUNT DEVELOPER HAS PAID PLATFORM SCIENCE FOR USE OF THE PLATFORM SCIENCE SDK DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER PLATFORM SCIENCE, AND ITS SUPPLIERS AND DISTRIBUTORS, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
12. Indemnification
11. To the maximum extent permitted by law, Developer agrees to defend, indemnify and hold harmless Platform Science, its affiliates and their respective directors, officers, employees, contractors, 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 (i) Developer’s use of the Platform Science SDK, including use of the Platform Science SDK with any system, application, or other software where the use or failure of such system, application, or other software can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss including, for example, use in connection with any navigation application, (ii) any application or other software Developer develops on the Platform Science SDK that violates any third party right, including without limitation any right of privacy or intellectual property rights, (iii) any non-compliance by Developer of the License Agreement, (iv) Developer’s use of the SDK, or (v) Developer’s negligence or willful misconduct. Developer will not settle any claim, and no settlement of a claim will be binding on Platform Science, without Platform Science’s prior written consent, which will not be unreasonably withheld or delayed.
13. Changes to the License Agreement
12. Platform Science may revise and update this License Agreement from time to time in its sole discretion. All changes are effective immediately when Platform Science posts them or otherwise provides them to Developer and shall apply to all access to and use of the SDK thereafter. Developer’s continued use of the SDK following issuance of a revised License Agreement means that Developer accepts and agrees to the changes.
14. General Legal Terms
13.1 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 representatives of both parties.
13.2 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.
13.3 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.
13.4 There shall be third party beneficiaries to the License Agreement.
13.5 EXPORT RESTRICTIONS. THE PLATFORM SCIENCE SDK AND SDK HARDWARE ARE 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 AND/OR SDK HARDWARE 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.
13.6 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.
13.7 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.
13.8 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.
