RED POINT POSITIONING CORPORATION SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT
THIS LICENSE AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND RED POINT POSITIONING CORPORATION, A DELAWARE CORPORATION (“RED POINT”). BE SURE TO READ CAREFULLY ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOFTWARE DEVELOPMENT KIT (THE “SDK”). IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF, CLICK THE “AGREE” BUTTON. BY CLICKING THE “AGREE” BUTTON, OR BY DOWNLOADING, USING OR COPYING ANY PART OF THE SDK, YOU ARE AGREEING ON YOUR OWN BEHALF AND ON BEHALF OF YOUR COMPANY TO THE TERMS AND CONDITIONS HEREOF. YOU MAY NOT USE THE SDK IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
2. Use of the SDK by You.
3. Termination. This License will continue in full force and effect until terminated as follows:
4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
THIS SOFTWARE IS DISTRIBUTED “AS IS” AND YOU, ITS USER, ASSUME ALL RISKS WHEN DOWNLOADING OR USING IT. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. RED POINT DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RED POINT DOES NOT WARRANT THAT THE SOFTWARE IS NON-INFRINGING, THAT IT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. IN NO EVENT SHALL RED POINT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHICH SHALL INCLUDE WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF RED POINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IT IS UNDERSTOOD THAT YOU ARE A SOPHISTICATED USER, THAT RED POINT IS NOT AN INSURER, AND THAT YOU ARE RESPONSIBLE FOR OBTAINING INSURANCE, IF ANY, TO COVER THE RISK OF YOUR OWN BUSINESS OPERATIONS, INCLUDING ANY RISK TO PROPERTY OR HUMAN BEINGS ON PREMISES WHERE THE SOFTWARE IS BEING OPERATED. YOU AGREE TO LOOK EXCLUSIVELY TO YOUR INSURER TO RECOVER FOR INJURIES OR DAMAGE IN THE EVENT OF ANY LOSS OR INJURY, AND YOU RELEASE AND WAIVE ALL RIGHT OF RECOVERY AGAINST RED POINT ARISING BY WAY OF SUBROGATION. YOU ACKNOWLEDGE THAT EACH USER’S PREMISES, BUSINESS AND USE CASE IS DIFFERENT, AND THAT YOU ARE RESPONSIBLE FOR USING THE SOFTWARE REASONABLY. RED POINT MAKES NO GUARANTY OR WARRANTY, EXPRESS OR IMPLIED, THAT THE SOFTWARE WILL AVERT, DETECT OR PREVENT ANY THEFT, PROPERTY DAMAGE, BODILY INJURY, INCLUDING DEATH, OR ANY OTHER HARM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS RED POINT, 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 RELATING TO (a) YOUR USE OF THE SDK, (b) ANY APPLICATION YOU DEVELOP THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY PERSON, AND (c) ANY BREACH OF THIS AGREEMENT THAT YOU COMMIT.
6. Export Restrictions.
You agree to comply fully with all laws and regulations of the United States and other countries (“Export Laws”) to assure that neither the Software, nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.