Grant & Union Inc. (“Monogram”) is pleased to provide you with the opportunity to utilize Monogram’s Application Programming Interface (API), associated documentation and associated examples (collectively “Software Development Kit”) at no charge in accordance with the terms and conditions set forth below.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING. BY CLICKING ON THE “I ACCEPT” BUTTON, OR BY COMMENCING USE OF THE SOFTWARE DEVELOPMENT KIT, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, YOU ARE ALSO REPRESENTING THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, CLICK ON THE “I DO NOT ACCEPT” BUTTON; IN THAT CASE, YOU WILL NOT HAVE ANY RIGHTS TO USE THE SOFTWARE DEVELOPMENT KIT.
- 1.Software Development Kit. Monogram will supply you with the Software Development Kit at no charge, subject to the terms and conditions of this Agreement. You acknowledge that the Software Development Kit does not contain full API functionality.
- 2.Use of Software Development Kit. Monogram hereby grants to you a personal, revocable, non-exclusive, non-transferable, royalty free license to use the Software Development Kit solely for the purposes of developing software that is compatible with Monogram’s controller hardware, subject to the following conditions:(a) The Software Development Kit will only be accessible and used by you, as an individual, or your designated personnel;(b) You may, but shall not be obligated to, provide feedback on the usability of the Software Development Kit, including: (i) reporting any actual or apparent errors, problems, or other issues with the Software Development Kit, and (ii) providing any other information reasonably requested by Monogram to aid in resolving Software Development Kit issues, including details respecting your software development using the Software Development Kit;(c) Nothing herein shall give you the right to use the Software Development Kit in any way related to developing a product that you know, or ought to know, is competitive with products of Monogram, including Monogram’s controller hardware and the Monogram software associated therewith.You are responsible for the selection, implementation, and performance of any and all third party equipment used in connection with the Software Development Kit, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of any equipment, services or software used in conjunction with the Software Development Kit (including those respecting Monogram’s controller hardware and associated software).
- 3.Ownership of Results. You hereby agree that Monogram shall own all feedback, ideas, concepts, or changes to the Software Development Kit developed or identified in the course of this Agreement or as the result of your use of the Software Development Kit, and all associated intellectual property rights therein (collectively the “Results”), and hereby assign to Monogram all of its right, title and interest thereto. You agree to cooperate fully and to ensure that your designated personnel cooperate fully with Monogram with respect to signing further documents and doing such other acts as are reasonably requested by Monogram to confirm that Monogram owns the Results, and to enable Monogram to register or protect any associated intellectual property rights and/or confidential information. However, the foregoing shall not be deemed to transfer any ownership of applications or other materials that you develop to be compatible with the Software Development Kit, provided that such developments are independently developed by you without breaching Section 5 herein.
- 4.Title and Intellectual Property. You acknowledge that the Software Development Kit is licensed and is not sold to you by Monogram, and that you shall have no right to give the Software Development Kit to any third party or to transfer any rights in or to the Software Development Kit to any third party or attempt to do so. Neither you nor anyone acting on your behalf shall acquire any intellectual property rights related to the Software Development Kit or the Results, including, without limitation, any patents, industrial designs, mask works, copyright, trade secrets, mask works, or trade marks. Except to the extent that Monogram is expressly precluded by law from prohibiting these activities, you agree that you will not translate, deface, modify, create derivative works, adapt or alter the Software Development Kit or any part thereof in any manner whatsoever or attempt to do so.
- 5.Disclaimer. You understand and agree that GRANT & UNION INC. IS PROVIDING YOU WITH THE SOFTWARE DEVELOPMENT KIT “AS IS”. GRANT & UNION INC. MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS WHATSOEVER, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE OR NON-INFRINGEMENT) WITH RESPECT TO THE SOFTWARE DEVELOPMENT KIT. You agree to assume all risks associated with your use of the Software Development Kit.
- 6.Limitation on Liability. NONE OF GRANT & UNION INC. AND ITS RESPECTIVE AFFILIATES OR ANY OF THESE ENTITIES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS SHALL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, BE THEY DIRECT, ECONOMIC, COMMERCIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, DAMAGES CAUSED BY DELAYS, LOST PROFITS, OR A FAILURE TO REALIZE EXPECTED SAVINGS. The limitations, exclusions and disclaimers set out herein shall apply whether an action, claim or demand arises from a breach of warranty or condition, breach of contract, negligence, strict liability or any other kind of civil liability connected with this Agreement. Some jurisdictions do not allow limitations or exclusions of certain types of damages and/or implied warranties and conditions. The limitations, exclusions and disclaimers set forth herein shall not apply if and only if and to the extent that the laws of a competent jurisdiction require liabilities beyond and despite these limitations, exclusions and disclaimers.
- 7.Indemnification. You shall indemnify Monogram with respect to, and hold Monogram harmless from, any and all claims, judgments, damages, liabilities, and expenses arising at any time during or after your use of Software Development Kit as a result of or in connection with your use of the Software Development Kit hereunder, except to the extent that such claims, judgments, damages, liabilities, or expenses arise solely as a result of or in connection with the Software Development Kit as provided by Monogram.
- 8.Miscellaneous. This Agreement is to be construed under the laws of the Province of Ontario, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. If any provision of this Agreement is void or is declared void, the provision shall be severed from this Agreement, which shall otherwise remain in full force and effect. The Agreement may only be modified in writing signed by the Parties. Signing of this Agreement and transmission by facsimile document transfer will be acceptable and binding upon the Parties hereto, as well as any other acceptance indicated by e-mail, by clicking on an acceptance button, or by other clear indication of acceptance.