SDK License Agreement(for Profit Entity)
Terms and Conditions of SDK License Agreement
This SDK License Agreement (the “License Agreement”) is a legally binding agreement between you (as an individual or a single legal entity) and Shenzhen CBD Technology Co., LTD. ("CBD"). The subject matter of this Licensee Agreement is the software development kit or software development kit plug-in (the "SDK"). The SDK includes computer software and documentation, and may include sample codes, tools, authorization keys, and their updates.
"SDK" refers to the CTBSDK software development kit and its components provided by or made available to you by CBD, together with the related user manuals and documents. CBD will decide the type of medium through which it delivers the SDK to you based at its discretion within a reasonable time after the entry into force of this Agreement.
"Apps" refer to the applications based on personal computers and mobile communication devices developed by the Licensee with the consent of CBD in accordance with the terms and conditions of this Agreement.
"Application Scenario" refers to the scope and method that you will use the "SDK" with the consent of CBD.
"Competing Companies" refer to the companies that have actual or potential competitive relationships and business conflicts with CBD's business, including but not limited to developers, operators and investors of 3D printing software or 3D printing motherboard control system.
"Profit Entity" refers to an individual or organization that uses the SDK for actual or expected profit directly or indirectly. The direct or indirect use of the SDK for profitability includes but is not limited to: to sell or promise to sell the SDK and software containing the SDK directly or through a third party, and to license the SDK or software containing the SDK to a third party for a fee or other returns.
"Non-profit Entity" refer to those individuals or organizations who are not within the scope of the above-mentioned Profit Entities.
"CBD Devices" refer to the CBD products listed on the CBD website (http://www.cbd-3d.com/, www.chitusystems.com), those products directly developed and sold by CBD, as well as the products developed by third parties expressly authorized by the CBD.
In order to use the SDK, you must first agree to this License Agreement. Your (1) signing this Agreement; or (2) downloading or using the SDK indicates that you agree to all the terms and conditions of this License Agreement. If you do not accept this License Agreement , you must not use the SDK.
If the country or region where you are located or intends to use the SDK has relevant laws prohibiting you from receiving or using this SDK, you must not use this SDK or accept this License Agreement.
If you use the SDK within your organization, you agree to be bound by this License Agreement on behalf of your employer or organization, and you shall represent and warrant that you have sufficient legal authority to accept this License Agreement on behalf of your employer or organization, so that your employer or organization shall be bound by this License Agreement. If you do not have the necessary authority described above, you must not accept this License Agreement or use the SDK on behalf of your employer or organization.
3.授予有限许可Granting of Limited License
Under the terms and conditions of this License Agreement, CBD grants you a limited, terminable, non-transferable, and non-exclusive license and right, whereby you can use the SDK for the following purposes within the period specified in this Agreement: ( a) Combine it with your application in accordance with the SDK's usage specifications; (b) enable your application to be used in conjunction with the data obtained by the designated CBD production or authorized devices; and (c) limited to distribute sample code (whether modified or only partial) or any part of this SDK as an integral part of your application in the form of object code. (d) Other application scenarios agreed by CBD.
4.其他应用场景的确认Confirmation of Other application Scenarios
Before signing this Agreement and during the signing process, you may apply with CBD for the SDK application scenarios needed in a written form acknowledged by CBD. CBD will review these application scenarios, and send the application scenarios approved by CBD to you through the designated mailbox (firstname.lastname@example.org).
After this Agreement comes into effect, you may apply with CBD for the SDK application scenarios needed in a written form acknowledged by CBD. CBD will review these application scenarios, and send the application scenarios approved by CBD to you through the designated mailbox (email@example.com).
Any application scenario description, explanation or other information you receive that is not sent via the designated email address (firstname.lastname@example.org) is not an acknowledgement of or Agreement to the application scenario by CBD.
5.限制和义务Restrictions and Obligations
Unless permitted otherwise (and limited to) in this License Agreement expressly , you may not (and shall not allow any third parties):
(a) Use the SDK to develop or process any application that is not used to support CBD devices, or develop other SDK; (b) copy all or any part of the SDK (except for the purpose of backup and archive), modification, and reverse engineering，decompile or disassemble, or incorporate the SDK into any other software program; (c) lend, rent, transfer, sublicense, sell, transfer or distribute any part of the SDK or any third party; (d) provide any third party with the ability to access application design interfaces that are the same or similar to all or part of the SDK; (e) if you are a competing company, obtain the SDK for monitoring performance or functions or for establishing benchmarks or other competitive purposes; (f) remove, change or hide any copyright, trademark rights and other exclusive rights notices of the SDK and its related documents, and you agree to include all such rights notices on the copy of the SDK and any of its documents; (g) change, disable or bypass any licensing or control functions that restrict the use of the SDK; or (h) use the SDK for other purposes not expressly permitted by this License Agreement.
For the profit subject, unless there is a specific agreement between CBD and you, the use of the SDK requires the payment of corresponding license fees. The standard of the license fee is subject to the supplementary agreement between CBD and you.
You agree to use such applications combining SDK development and CBD devices only for purposes permitted by this License Agreement and relevant laws, regulations, or widely accepted practices or guidelines (including any laws related to data or software import and export control). You agree that you will be responsible for any data obtained, processed, transmitted, displayed or stored through your application (CBD will not be responsible for you and any third parties for this).
6.所有权和版权Ownership and Copyright
You acknowledge that the SDK is licensed for use and not for sale under this License Agreement. You agree that CBD or a third party owns all legal rights, ownership and rights contained in and related to the SDK, including any intellectual property rights existing in the SDK ."Intellectual property rights" means any and all rights recognized by the relevant patents, copyrights, trade secrets, trademarks and other exclusive rights in various jurisdictions in the world. This License Agreement does not grant you any patent, copyright, trade secret, trademark or other rights of the item. Nothing in this License Agreement shall be construed as granting you the right to use any CBD name, trademark, logo, domain name or other unique brand features. You agree to protect any copyrights or other owner rights of any module or any part of the SDK or third parties. All rights not expressly granted to you are reserved by CBD.
7.期限和终止Term and Termination
Term. This license Agreement will be effective from the Effective Date and will continue to apply until being terminated in accordance with Article 7 of this Agreement (the "Term").
Termination. Unless otherwise agreed by both Parties，this License Agreement terminates automatically one year after the Effective Date. After the contract expires, either Party may notify the other Party in writing ten (10) days in advance to negotiate the renewal of the contract. If the Parties sign a written renewal agreement, this contract continues to take effect. In addition, if: (a) you enter the bankruptcy or liquidation proceedings or are transferred or taken over for the benefit of creditors; (b) you have infringed upon or abused CBD’s intellectual property rights or breached this License Agreement, or use the SDK in a way that may damage the SDK in accordance with the reasonable judgment of CBD; or (c) if we receive any subpoenas, court orders or other demand from other law enforcement agencies, we may immediately notify you to terminate this License Agreement. Once this License Agreement is terminated, you must (a) stop using the SDK; (b) destroy or return all copies of the SDK; and (c) stop distributing your application. Except for Article 3 (Granting of Limited License), all provisions of this License Agreement shall survive.
Suspension. If CBD has reasonable grounds to believe that you or any third party who has obtained the SDK is engaged in the following actions through your application: (a) service denial attack, sending spam emails, or any behavior that may damage CBD, the system of the CBD or any third party system; or (b) any fraud or illegal activity, or any activity that may cause CBD or any third party to assume legal responsibility, CBD may decide to suspend your (or a certain end user, if applicable) use of the SDK based at its discretion. Any such suspension will continue until the cause of such suspension has been effectively corrected or until CBD receives a guarantee that such an event will not occur again.
7.4 终止的效果｡本协议因任何原因终止后,您应立即停止使用､向创必得返还或销毁或删除所有电脑､硬盘､网络及其他存储介质中由您持有的SDK 及保密信息(见下面标题为“保密”条款的定义)的所有副本,并向创必得提供上述行为已经完成的证明｡本协议中那些根据其性质应当延续其效力的条款在本协议终止或期满后应继续有效,此类条款包括但不限于标题为“陈述与保证”､“补偿”“保密”的条款｡除由创必得根据第7条终止或暂停本协议的情形外,如果在本协议项下开发的应用是在本协议终止前创作的且在本协议终止后继续由最终用户访问和使用,本协议与此类访问和使用相关的条款,在此类访问和使用期间将继续保持完全的效力｡
Effect of Termination. After this Agreement is terminated for any reason, you should immediately stop using and return or destroy or delete the SDK and the Confidential Information (as defined in the Confidentiality Clause below) held by you in all computers, hard disks, networks and other storage media, and provide the CBD with proof that the above actions have been completed. The clauses in this Agreement that should survive according to their nature shall continue to be effective after the termination or expiration of this Agreement. Such clauses include but are not limited to the clauses of "Representation and Warranties", "Compensation" and "Confidentiality". Except for the termination or suspension of this Agreement by CBD in accordance with Article 7, if the application developed under this Agreement is in this Agreement created before termination and continue to be accessed and used by the end user after the termination of this Agreement, the terms of this Agreement related to such access and use will continue to remain fully effective during such access and use.
During the Term of this Agreement and within one (1) year after the termination of this Agreement for any reason, CBD can audit and verify your compliance with the provisions of this Agreement. The audit fee shall be borne by CBD, but if the audit finds that you have seriously breached this Agreement, you should (without restricting CBD’s other remedies) compensate CBD for reasonable audit fees. The audit should be conducted during normal business hours at a time agreed by both Parties. The auditor can review, and you should provide those that are necessary to determine whether you comply The obligation under this Agreement is reasonable and necessary business records. Before conducting the audit, the CBD will require the auditor performing the audit to sign a reasonable confidentiality Agreement. The audit results and all information verified during the audit shall be regarded as confidential information.
9.支持和更新Support and Update
CBD can determine the limited support services with respect to the SDK within a determined period of time at its discretion. CBD can use any technical information, feedback or ideas provided by you to CBD for business purposes including product support and development. During the Term of this License Agreement, you are responsible for providing support and maintenance services for your application. You should regularly update the application to at least include the latest version of the SDK provided to you by CBD.
10.陈述和保证Representations and Warranties
You represent, warrant and undertake that (a) you have full rights, powers and authorization to sign this Agreement; (b) you will establish and always implement the security measures consistent with relevant laws, regulations and industry standards to prevent any damage to the SDK, and avoid unauthorized access or disclosure of the SDK, any confidential information, and other information related to your use of the SDK; (c) the application will comply with all applicable laws, regulations and standards; and (d) any and all materials you provide in accordance with this Agreement or the application itself do not infringe upon or hinder the rights of any third party, including intellectual property rights and privacy rights.
You are clearly aware and agree that the SDK under this Agreement are provided on an "as-is" without any kind of warranty. Your use of the SDK is entirely at your own risk. CBD further expressly denies all other kinds of warranties and conditions, whether express or implied, including but not limited to implied warranties and conditions regarding merchantability, applicability to specific purposes and non-infringement. CBD does not guarantee that the operation of this SDK will be uninterrupted or free from any errors, that the SDK will be able to work in conjunction with any product, software or hardware, or that it will not cause any data loss or damage. Your use of the SDK and any materials downloaded by using this SDK or obtained by other means is entirely based on your own judgment at your own risk. You should be responsible for verifying the SDK to confirm that the SDK version you have obtained and installed is suitable for your operating system, computer hardware and peripheral devices.
11.责任限制Limitation of Liability
You clearly understand and agree that notwithstanding any other provisions of this License Agreement, CBD, its affiliates or Licensors shall not bear any consequences for your use of the SDK under any circumstances to the maximum extent permitted by relevant laws, regardless of the cause of these responsibilities, cause of action or liability principle, and regardless of direct, indirect, incidental, special, consequential or punitive damages, including any data loss, whether or not CBD or its representatives have been notified in advance or should have known the possibility of such loss.
If any of the following circumstances leads to any third party's claims, investigations, penalties, litigation, legal proceedings or similar threats (the "Claims") against CBD, CBD affiliates or CBD suppliers (collectively referred to as the "Indemnitees "):
(a) the application distributed by you; (b) your breach of any statement, warranty or any agreement under this License Agreement; (c) any serious negligence or intentional behavior of you; or (d) your collection, processing, storage, use, transmission or destruction of any confidential information of CBD, you agree to defend and compensate the Indemnitees for any losses, damages, liabilities or other expenses (including reasonable attorney fees) (the "Losses") to hold them harmless against any Losses or damages. You may not settle any claim without the prior written consent of CBD, and CBD shall not refuse or delay in giving such consent unreasonably. CBD has the right to delegate its legal counsel at its own expense to participate in the defense and settlement of any such claims.
You acknowledge that CBD is currently developing or may develop in the future technologies or products with the same or similar design or function as the applications developed by you based on this SDK. Nothing in this License Agreement will affect, restrict or deprive the right of CBD to continue developing, maintain or distribute any technology or product of CBD. If you have any patents derived from or related to this SDK, you agree that you will not make any claims of any rights in any way against CBD, CBD affiliates or their direct or indirect customers, agents or subcontractors based on such patents with respect to the manufacture, use, import, license, offer or sale of any CBD products.
14.自由和开源组件Free and Open Source Components
Notwithstanding any provisions to the contrary in this License Agreement, the use, copying and distribution of the SDK components licensed under the free and open source license agreement are only subject to the terms of these free and open source license agreements, and the terms of this License Agreement shall not apply to such components. The relevant free and open source license agreements are contained in the electronic files attached to the SDK. Regarding such open source software licenses and all rights granted, you agree to maintain a good reputation as a Licensee and avoid any possible termination, suspension or infringement of such rights.
You are not licensed (and you agree that you will not) combine this SDK with any viral open source licensed software or use it in conjunction with such software, or take any other forms that may be required to disclose, distribute or license this SDK or The behavior of all or any part of the API. For the purpose of these terms, "viral open source license" refers to the license granted based on the "GNU General Public License", "GNU Reduced General Public License" or any other similar license, This type of license requires you to use, modify or distribute such software without charging fees, or you must disclose, distribute or license the software in the form of open source code. If you have any violation of the foregoing terms, under this license Agreement The license and other rights granted to you regarding this SDK will be terminated immediately.
Confidential Information. You may receive or be permitted to access any confidential information provided by CBD from time to time, including but may not be limited to this SDK, product information, data, pricing, financial information, user information, software, specifications, R&D and proprietary algorithms or other materials which are: (a)clearly and specifically marked as "confidential" or bearing other similar instructions; or (b) disclosed by CBD in an appropriate manner, and you should understand that the information disclosed in such circumstance should be regarded as confidential information, regardless of whether it is specifically marked as "confidential" or bearing other similar instructions. The terms and conditions of this Agreement also constitute confidential information. To avoid any doubt, The confidential information of CBD includes application data.
Confidentiality Obligations and Exceptions. You, on behalf of yourself and your agents and employees, agree that will you not publish, disclose or otherwise leak , or use for your own purpose the confidential information provided to you or allowed to access by CBD without the prior written consent of the CBD (except as expressly permitted under this Agreement). You agree that you will maintain the confidentiality at least with the same caution in treating your own non-public information, but in any case no less than a reasonable degree of caution in maintaining the confidential information of CBD. The foregoing obligation does not apply to any of the following information, i.e., if the information: (a) has been disclosed at the time of disclosure, or enters public domain not due to your fault thereafter; (b) you have been legally and properly hold such information at the time of receiving it, and you are not under the obligation of confidentiality to such information; (c) the information has been legally disclosed to you by a third party who does not bear the obligation of confidentiality; or (d) it is independently developed by you or your independent subcontractor without access to the confidential information of CBD. In the case that you are required to disclose the confidential information according to court or government orders or requirements, you should immediately notify CBD, so that the CBD can challenge such orders or requests, or seek confidential treatment of such information.
Confidential Information Destruction. Once you no longer need to use any confidential information for the purpose of fulfilling this Agreement, you shall immediately return the confidential information held or controlled by you and any form of copy to CBD, or destroy the aforementioned confidential information and its copies in a proper manner, and provide written proof of destruction to CBD.
If you provide any comments, error reports, feedbacks, suggestions for improvement or modification (the "Feedbacks") on the SDK to the CBD, which are provided in a non-confidential status (regardless of whether you include notices to the opposite in the relevant communications or not.), CBD shall have the right to use such Feedbacks at its discretion, including but not limited to, modifying the SDK and related documents based on such Feedbacks. You hereby grant CBD a permanent, irrevocable, transferable, sublicensable and non-exclusive license based on all necessary rights, whereby CBD can use these Feedbacks for any purpose including the production and sale of CBD Devices.
Entirety. This License Agreement constitutes the entire agreement between the Parties to this License Agreement on the subject of this License Agreement, and supersedes any previous or simultaneous communication, agreement and understanding between the Parties regarding this SDK, whether orally or in writing. If any other terms and conditions contained in this SDK are inconsistent with this License Agreement, the content of this License Agreement shall prevail over such other terms contained in the SDK. Any changes to the terms of this License Agreement shall be invalid for CBD, unless CBD expressly agrees in writing signed by its senior management. If any of this License Agreement is ruled to be unenforceable, illegal or invalid, the remaining clauses will not be affected and will continue to have full and sufficient effect.
Governing Law. This License Agreement is governed by the laws of the People's Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan), without regard to any of its conflict law rules. If any dispute arises with respect to this License Agreement, you agree to choose the local court with competent jurisdiction where CBD is located as the exclusive dispute resolution institution. Notwithstanding the aforesaid, you agree that CBD shall still have the right to apply for injunctive reliefs (or other similar emergent legal remedies) to any court with jurisdiction.
Assignment. Without the prior written consent of CBD, you may not transfer or assign this License Agreement to others, and any attempt to transfer without such prior consent is not invalid. Without the prior written consent of CBD, you may not transfer your responsibilities or obligations under the License Agreement to others for performance on your behalf. CBD may transfer or subcontract this License Agreement to any third party without notice and without restriction. For this purpose, this License Agreement shall bind on such third parties and their respective successors and permitted transferees.
Waiver. Any action or default of CBD, its agents or employees, shall not be regarded as a waiver of any clause of this License Agreement, and such waiver can only be made by the senior management of CBD in the form of a written document officially signed.
Third Party Rights. This License Agreement does not intend to create any rights for anyone who is not a party to this License Agreement, and any person who is not a party to this License Agreement may not enforce any terms of this License Agreement or rely on any exclusions and restrictions in this License Agreement.
Import and Export restrictions. The SDK delivered to you under this License Agreement may be subject to restrictions by the import and export laws of China, international organizations that China participates in, and the countries or regions where the relevant technologies of the SDK is developed, accessed, used or obtained. The Licensor’s consent to abide by these restrictions and promise to restrict its customers in an effective way are a prerequisite for the Licensor to obtain these related technologies, the violation of which may cause the Licensor to suffer significant losses. For this reason, as a condition precedent for the Licensor to enter into this Agreement with you, you shall comply with all relevant import and export control laws, regulations or regulations applicable to this SDK. You confirm that you are not located in any embargoed country or region or are a resident of such a country or region, or controlled by any person or entity that is prohibited from accepting this SDK due to import and export controls; you may not export, re-export or transfer part or all of this SDK (whether integrated into your application or not) to any such embargoed country or region, or allow any person or entity in such an embargoed country or region to use it.
Severability. If any clause of this Agreement is determined to be invalid or unenforceable, then: (a) such clause shall be deemed to have been modified to the extent necessary, which is sufficient to make it valid and enforceable; if such modification is not unfeasible, such clause shall be deemed to have been deleted from this License Agreement; and (b) the validity and enforceability of all other clauses of this Agreement shall not be affected or impaired in any way.
Title and Counterparts. The title used in this Supplementary Agreement is only for the convenience of reading, which shall not be regarded as a part of this Agreement. If this Supplementary Agreement is signed offline, this License Agreement can signed by the Parties separately in a number of counterparts, each of which shall regarded as an original, and all counterparts putting together shall be regarded as a complete contract.
Prevailing Text. This Agreement is written in Chinese and English, both of which have the same legal effects. In case of any discrepancies, the Chinese version shall prevail.