BrainFrame™ Licensing¶
The BrainFrame software is Copyrighted. BrainFrame™ is a trademarked name.
End-User License Agreement¶
END USER LICENSE AGREEMENT
This copy of Software Package ("the Software Product") and accompanying
documentation is licensed and not sold. This Software Product is protected by
copyright laws and treaties, as well as laws and treaties related to other
forms of intellectual property. Aotu, Inc or its subsidiaries, affiliates, and
suppliers (collectively "Aotu") own intellectual property rights in the
Software Product. The Licensee's ("you" or "your") license to download, use,
copy, or change the Software Product is subject to these rights and to all the
terms and conditions of this End User License Agreement ("Agreement").
Acceptance
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING
THE "ACCEPT" OPTION AND DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING,
USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF
THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD THE SOFTWARE PRODUCT. IF
YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT
"DECLINE" AND YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.
License Grant
This Agreement entitles you to install and use one (1) copy of the Software
Product. In addition, you may make one (1) archival copy of the Software
Product. The archival copy must be on a storage medium other than a hard drive,
and may only be used for the reinstallation of the Software Product. This
Agreement does not permit the installation or use of multiple copies of the
Software Product, or the installation of the Software Product on more than one
host machine (including but not limited to a robot, a general or specialized
computer) at any given time, on a system that allows shared use of
applications, on a multi-user network, or on any configuration or system of
host machines that allows multiple users. Multiple-copy use or installation is
only allowed if you obtain an appropriate licensing agreement for each user and
each copy of the Software Product.
Restrictions on Transfer
Without first obtaining the express written consent of Aotu, you may not assign
your rights and obligations under this Agreement, or redistribute, encumber,
sell, rent, lease, sublicense, or otherwise transfer your rights to the
Software Product.
Restrictions on Use
You may not use, copy, or install the Software Product on any system with more
than one host machine, or permit the use, copying, or installation of the
Software Product by more than one user or on more than one host machine. If you
hold multiple, validly licensed copies, you may not use, copy, or install the
Software Product on any system with more than the number of host machines
permitted by license, or permit the use, copying, or installation by more
users, or on more host machines than the number permitted by license.
You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to
derive the source code for the Software Product.
You may not use the database portion of the Software Product in connection with
any software other than the Software Product.
Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the
Software Product or its accompanying documentation. Derivative works include
but are not limited to translations. You may not alter any files or libraries
in any portion of the Software Product. You may not reproduce the database
portion or create any tables or reports relating to the database portion.
Restrictions on Copying
You may not copy any part of the Software Product except to the extent that
licensed use inherently demands the creation of a temporary copy stored in a
host machine’s memory and not permanently affixed on storage medium. You may
make one archival copy which must be stored on a medium other than a computer
hard drive.
Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY AOTU, AOTU MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY
DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.
Aotu makes no warranty that the Software Product will meet your requirements or
operate under your specific conditions of use. Aotu makes no warranty that
operation of the Software Product will be secure, error free, or free from
interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY
MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE
RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE
SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. Aotu WILL NOT, UNDER ANY
CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR
INFORMATION STORAGE DEVICE.
UNDER NO CIRCUMSTANCES SHALL AOTU, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS
BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES
OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE
FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER
DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF AOTU OR
ANY OTHER PARTY, EVEN IF AOTU IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH
DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS AOTU'S ABILITY
TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE
MAXIMUM EXTENT PERMITTED.
Limitation of Remedies and Damages
Your remedy for a breach of this Agreement or of any warranty included in this
Agreement is the correction or replacement of the Software Product. Selection
of whether to correct or replace shall be solely at the discretion of Aotu.
Aotu reserves the right to substitute a functionally equivalent copy of the
Software Product as a replacement. If Aotu is unable to provide a replacement
or substitute Software Product or corrections to the Software Product, your
sole alternate remedy shall be a refund of the purchase price for the Software
Product exclusive of any costs for shipping and handling.
Any claim must be made within the applicable warranty period. All warranties
cover only defects arising under normal use and do not include malfunctions or
failure resulting from misuse, abuse, neglect, alteration, problems with
electrical power, acts of nature, unusual temperatures or humidity, improper
installation, or damage determined by Aotu to have been caused by you. All
limited warranties on the Software Product are granted only to you and are
non-transferable. You agree to indemnify and hold Aotu harmless from all
claims, judgments, liabilities, expenses, or costs arising from your breach of
this Agreement and/or acts or omissions.
Term and Termination
This Agreement shall remain in effect unless terminated as set forth herein
(the “Term”). You may terminate this Agreement by ceasing to use and destroying
all copies of the Software production and accompanying documentation. Either
party may, upon written notice to the other party, terminate this Agreement for
material breach, provided that such material breach is not cured within thirty
(30) days following receipt of such notice. Upon expiration or earlier
termination of this Agreement, the license shall also terminate, and You shall
cease using and destroy all copies of the Software Product and accompanying
documentation. Notwithstanding any expiration or termination of this Agreement,
any provisions of this Agreement which by their terms are intended to survive
expiration or termination of this Agreement shall so survive and continue in
full force and effect.
Maintenance and Support.
This Agreement does not entitle You to any maintenance or support services with
respect to the Software Product.
Governing Law, Jurisdiction and Costs
This Agreement is governed by the laws of California, without regard to
California's conflict or choice of law provisions. Any legal action or
proceeding relating to this Agreement shall be brought exclusively in courts
located in Santa Clara, CA, and each party consents to the jurisdiction
thereof. The prevailing party in any action to enforce this Agreement shall be
entitled to recover costs and expenses including, without limitation,
attorneys’ fees. This Agreement is made within the exclusive jurisdiction of
the United States, and its jurisdiction shall supersede any other jurisdiction
of either party’s election.
Severability
If any provision of this Agreement shall be held to be invalid or
unenforceable, the remainder of this Agreement shall remain in full force and
effect. To the extent any express or implied restrictions are not permitted by
applicable laws, these express or implied restrictions shall remain in force
and effect to the maximum extent permitted by such applicable laws.
SDK Licensing¶
Unless otherwise stated, the following commercial license applies to all other SDK components.
SOFTWARE LICENSE AGREEMENT FOR SOFTWARE DEVELOPMENT KIT
Notice to user: THIS IS A LICENSE AGREEMENT BETWEEN YOU AND AOTU, INC. BY
INDICATING YOUR ACCEPTANCE AS SET FORTH BELOW, YOU ACCEPT ALL THE TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT. This License Agreement accompanies AOTO's
Software Development Kit(s) and related explanatory materials, including but
not limited to any example code, (together, the "SDK"). This copy of the SDK is
licensed to You as the end user or to Your employer or another third party
authorized to permit Your use of the SDK. You agree that this License Agreement
is enforceable like any written negotiated agreement signed by You and that
Your use of the SDK constitutes acceptance of the Agreement terms. If you do
not agree to the terms of this Agreement, do not use the SDK.
1. DEFINITIONS.
1.1. "Licensed Material" means the SDK in source, binary, or object
code format.
1.2. "Product" means AOTU's BrainFrame and VisionCapsules package.
1.3. "SDK" means the Software Development Kit(s) and related
explanatory materials for the Product, including but not limited to any
example code, any update, revision, modification, and new version of
the SDK, and any SDK Derivative. 1.4. "SDK Derivatives" means source,
binary, or object code derived exclusively from the SDK; provided,
however, that SDK Derivatives do not include applications which may be
developed using the SDK. By way of example, an application that is
developed using the SDK would not be a SDK Derivative. By way of
example, but not limitation, a SDK Derivative is or would be: either
(i) an adaptation of a utility or piece of code from the SDK to improve
efficiency; or (ii) an addition of code or improvement to the SDK that
adds functionality.
1.5. "Developer", "You", or "Your" means any person or entity acquiring
or using the SDK under the terms of this License Agreement.
1.6. "Platform" means the BrainFrame, VisionCapsules or any system
designed, developed, or manufactured based on the technology.
1.7. "Licensor" means Aotu, Inc.
1.8. "Licensee" means YOU.
2. LICENSE. Subject to the terms, conditions, and restrictions contained in
this Section 2, Licensor grants to You a nonexclusive, worldwide, royalty free
license to use the items in the Licensed Material only for development of
applications that are designed for or compatible with the Platform.
2.1. You may use or merge all or portions of the Licensed Material with
Your applications and distribute it as part of Your products. Your
applications must be designed for or compatible with the Platform. Any
used or merged portion of the Licensed Material is subject to this
License Agreement. You are required to include Licensor's copyright
notices on Your applications where such Licensed Material is used.
2.2. You must NOT create SDK Derivatives.
3. PROPRIETARY RIGHTS. The items contained in the Licensed Material are the
intellectual property of Licensor and are protected by United States copyright
and patent law, international treaty provisions and applicable laws of the
country in which it is being used. You agree to protect all copyright and other
ownership interests of Licensor in all items in the Licensed Material supplied
under this License Agreement. You agree that all copies of the items in the
Licensed Material, reproduced for any reason by You, contain the same copyright
notices, and other proprietary notices as appropriate, as appear on or in the
master items delivered by Licensor in the Licensed Material. Licensor retains
title and ownership of the items in the Licensed Material, the media on which
it is recorded, and all subsequent copies, regardless of the form or media in
or on which the original and other copies may exist. Except as stated above,
this License Agreement does not grant You any rights to patents, copyrights,
trade secrets, trademarks or any other rights in respect to the items in the
Licensed Material.
4. TERM. This License Agreement is effective until terminated. Licensor has the
right to terminate this License Agreement immediately, without judicial
intervention, if You fail to comply with any term herein. Upon any such
termination You must remove all full and partial copies of the items in the
Licensed Material from your computer and discontinue the use of the items in
the Licensed Material.
5. DISCLAIMER OF WARRANTY. Licensor licenses the Licensed Material to You only
on an "AS-IS" basis. Licensor makes no representation with respect to the
adequacy of any items in the Licensed Material, whether or not used by You in
the development of any products, for any particular purpose or with respect to
their adequacy to produce any particular result. Licensor shall not be liable
for loss or damage arising out of this License Agreement or from the
distribution or use of Your products containing portions of the Licensed
Material. LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF ANY
THIRD PARTY RIGHT IN RESPECT OF THE ITEMS IN THE LICENSED MATERIAL OR ANY
SERVICES RELATED TO THE LICENSED MATERIAL.
Some states or jurisdictions do not allow the exclusion or limitation of
incidental, consequential or special damages, or the exclusion of implied
warranties or limitations on how long an implied warranty may last, so the
above limitations may not apply to You. You may have rights which vary from
state to state or jurisdiction to jurisdiction. The foregoing does not affect
or prejudice Your statutory rights. To the extent permissible any implied
warranties are limited to ninety (90) days.
Licensor is under no obligation to provide any support under this License
Agreement, including upgrades or future versions of the Licensed Material or
any portions thereof, to You or to any other party.
6. LIMITATION OF LIABILITY. Notwithstanding any other provisions of this
License Agreement, Licensor's liability to You under this License Agreement
shall be limited to the amount paid by You for the Licensed Material.
IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR
SPECIAL DAMAGES INCLUDING DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF
DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE ARISING OUT OF ANY
PROVISION OF THIS LICENSE AGREEMENT OR THE USE OR INABILITY TO USE THE ITEMS IN
THE LICENSED MATERIAL, EVEN IF A Licensor REPRESENTATIVE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY PARTY.
Some jurisdictions do not allow the exclusion or limitation of incidental,
consequential or special damages, so the above limitation or exclusion may not
apply to You. Nothing contained in this Agreement shall prejudice the statutory
rights of any party dealing as a consumer.
7. INDEMNIFICATION. You agree to indemnify, hold harmless, and defend Licensor
from and against any claims or lawsuits, including attorneys' fees, that arise
or result from the use and distribution of Your product that contains or is
based upon any portion of the Licensed Material, provided that Licensor gives
You prompt written notice of any such claim, tenders to You the defense or
settlement of such a claim at Your expense and cooperates with You, at Your
expense, in defending or settling such claim.
8. CHOICE OF LAW. This License Agreement shall be governed by and construed in
accordance with the substantive laws in force in the State of California. You
agree that any controversy or claim arising out of or relating to this License
Agreement, or the breach thereof, shall be settled by arbitration administered
by the American Arbitration Association in accordance with its Consumer
Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof. This License Agreement
will not be governed by the conflict of law rules of any jurisdiction or the
United Nations Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded.
9. NO WAIVER. Failure by Licensor at any time to enforce any of the provisions
of this License Agreement will not be construed as a waiver of such provisions
or in any way affect the validity of this License Agreement or parts thereof.
10. SEVERABILITY. If parts of this License Agreement are held to be illegal or
otherwise unenforceable, the remainder of this License Agreement should still
apply.
OEM Licensing¶
TECHNOLOGY LICENSE AGREEMENT
THIS IS A LICENSE AGREEMENT BETWEEN YOU AND AOTU, INC. BY INDICATING YOUR
ACCEPTANCE AS SET FORTH BELOW, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT
USE ANY PART OF THE LICENSED TECHNOLOGY, LICENSED PATENTS, LICENSED TRADE
SECRETS, LICENSED WORKS, OR LICENSED TRADEMARKS AS DEFINED IN THIS LICENSE
AGREEMENT AND IMMEDIATELY DESTROY ANY COPY OF THE LICENSED WORKS YOU POSSESS OR
HAVE CREATED.
1. DEFINITIONS
1.1. "Change of Control" means, with respect to a party, a transaction
or series of related transactions that results in: (a) a sale of all or
substantially all of the assets of such party to a third party; (b) the
transfer of fifty percent (50%) or more of the outstanding voting power
of such party to a third party; or (c) the acquisition by a third party
of the right or power to appoint or cause to be appointed a majority of
the directors (or in the case of an entity that is not a corporation,
for the election of the corresponding managing authority).
1.2. "Confidential Information" means: (a) information or material in
tangible form disclosed to a party in the course of the discussions and
project related to this Agreement and marked as "confidential" at the
time it is disclosed; (b) proprietary or confidential information
disclosed by a party to the other party orally that is identified as
confidential when disclosed, and such information is confirmed as being
confidential in a written communication from the disclosing party to
the receiving party within thirty (30) days of the disclosure.
"Confidential Information" does not include information that: (i) was
already known to the receiving party, other than under an obligation of
confidentiality, at the time of disclosure; (ii) was available to the
public or otherwise part of the public domain at the time of
disclosure; (iii) became available to the public after its disclosure,
other than through any act or omission of the receiving party in breach
of this Agreement; (v) was subsequently lawfully disclosed by the
receiving party to a person other than a party to this Agreement; or
(vi) was developed independently by the receiving party without
misappropriating confidential information.
1.3. "Field of Use" means the field of selling and distribution of
Licensee Products in the Territory.
1.4. "Licensed Patents" means the following patents:
1.5. "Licensed Trade Secrets" means the Licensor"s proprietary
information, data, and source code contained in the Licensed
Technology.
1.6. "Licensed Works" means the BrainFrame and VisionCapsules software
package and related documentation.
1.7. "Licensed Trademarks" means the "BrainFrame" and "VisionCapsules"
trademark.
1.8. "Licensed Technology" means Licensor"s BrainFrame and
VisionCapsules technology.
1.9. "Licensee Products" shall have the meaning specified in the
Business Contract.
1.10. "Territory" means the United States of America.
1.11. "Business Contract" refers to a business agreement entered
between the Licensor and the Licensee in connection with this
Agreement.
1.12. "Licensor" means Aotu, Inc.
1.13. "Licensee" means YOU.
2. LICENSE GRANTS. Subject to the terms and conditions of this Agreement and
the Business Contract, and during the term of this Agreement or the term of the
Business Contract, whichever is shorter, Licensor hereby grants to Licensee:
2.1. Patent License. A non-exclusive royalty-bearing license to
practice the Licensed Patents to make, have made, use, sell, to offer
to sell, and import Licensee Products in the Field of Use in the
Territory;
2.2. Trade Secret License. A non-exclusive royalty-bearing license to
use the Licensed Trade Secrets in the development, production and
manufacturing of the Licensee Products in the Field of Use in the
Territory.
2.3. Copyright License. A non-exclusive royalty-bearing license to use,
copy, and distribute the Licensed Works in the development, production
manufacturing, marketing and distribution of the Licensee Products in
the Field of Use in the Territory.
2.4. Trademark License. A non-exclusive royalty-bearing license to use
the Licensed Trademarks only in connection with the distribution,
advertising, promotion, and marketing of the Licensee Products in the
Territory, provided that the Licensee must ensure that all Licensee
Products and all of its advertising, promotional, and other related
uses of the Licensed Trademarks conform to the Licensor's standards, as
they may change during the Term.
2.5. No Sublicenses. Licensee shall have no right to transfer or
sublicense any of the rights set forth in this Agreement to any third
party.
3. PAYMENTS
3.1. All payment terms are governed by the Business Contract.
4. RECORDS, REPORTS, AND AUDIT
4.1. All records, reports, and audit terms are governed by the Business
Contract.
5. REPRESENTATIONS AND WARRANTIES
5.1. Mutual Representations and Warranties. Each party represents and
warrants to the other party that:
(a) It has the full right, power, and authority to enter into
this Agreement and perform its obligations hereunder;
(b) It is duly organized, validly existing, and in good
standing in the jurisdiction in which it is incorporated or
doing business.
(c) Its execution, delivery, and performance of this Agreement, and the
other party"s exercise of rights under this Agreement, will not
conflict with or result in a breach or other violation of any agreement
or other third-party obligation by which it is bound;
(d) During the term of this Agreement, it will not enter into any
agreement that would conflict with this Agreement or impair its ability
to perform this Agreement; and
(e) It will comply with all applicable laws in its performance of this
Agreement.
5.2. No Warranty of Fitness or Validity of IP. LICENSOR MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FUNCTIONALITY,
COMPLIANCE WITH TECHNICAL STANDARDS, OR FITNESS FOR A PARTICULAR PURPOSE OF
ANY INTELLECTUAL PROPERTY LICENSED UNDER THIS AGREEMENT. Licensor does not
warrant the validity of the intellectual property licensed under this
Agreement.
6. DISCLAIMERS AND LIMITATIONS OF LIABILITY
6.1. NEITHER PARTY WILL BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT,
PRODUCT LIABILITY, OR OTHER THEORY) TO THE OTHER PARTY FOR COST OF COVER OR
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR
EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFIT, BUSINESS, OR DATA)
ARISING OUT OF THIS AGREEMENT.
7. INDEMNIFICATION
7.1. Licensee agrees to indemnify, hold harmless, and defend Licensor from
and against any claims or lawsuits, including attorneys" fees, that arise
or result from the use and/or distribution of Licensed Patents, Licensed
Trade Secrets, Licensed Works, Licensed Trademarks, Licensed Techonlogy,
and/or Licensee Products, provided that Licensor gives Licensee prompt
written notice of any such claim, tenders to Licensee the defense or
settlement of such a claim at Licensee's expense and cooperates with
Licensee, at Licensee's expense, in defending or settling such claim.
8. IP MAINTENANCE AND ENFORCEMENT
8.1. Licensor Obligation to Maintain Patents and other Licensed IP.
Licensor shall file, prosecute, and maintain all Licensed Patents in the
Territory. Licensor shall also have the obligation during the term of this
Agreement to take appropriate measures under applicable law to protect and
maintain the legal status of the Licensed Works, the Licensed Trade
Secrets, and the Licensed Trademarks.
8.2. Notice of Infringement. In any case in which Licensee becomes of aware
of infringement or misappropriation of the intellectual property licensed
under this Agreement or has reason to believe that such infringement or
misappropriation is occurring, Licensee will notify the Licensor promptly
in writing. The written notice shall be delivered in any event no later
than five (5) days after Licensee becomes aware of such infringement or
misappropriation, and the notice shall provide any available specific
information including persons involved, sources of information, dates, and
technology identification.
8.3. Licensor Enforcement. Licensor shall have the right and obligation to
enforce the intellectual property rights licensed under this Agreement
against infringers or misappropriators by asserting claims, bringing
lawsuits and prosecuting such suits as necessary.
9. PRODUCT MARKING.
9.1. Patent Marking. Licensee shall mark the Licensee Products with a patent
notice adequate to comply with the requirements of 35 U.S.C. Section 287
(a). Such marking shall be placed in a conspicuous location on the Licensee
Product and shall include the word "patent" or "pat" and the number of any
issued patent that claims a process or method used in the Licensee Product.
As an alternative, Licensee may provide virtual marking of the Licensee
Product compliant with 35 U.S.C. Section 287, as amended.
9.2. Avoidance of False Marking. Licensee shall use reasonable diligence to
avoid any false or misleading patent marking on any bundled products or
parts of the Licensed Product that are not covered by at least one claim of
the patents licensed under this Agreement.
9.3. Copyright Notice. Licensee will use and maintain copyright notices on
the Licensed Works in the manner directed by Licensor.
10. CONFIDENTIALITY
10.1. Duty to Maintain Confidentiality. Licensee must safeguard the
confidentiality of the Licensed Trade Secrets and any Confidential
Information. Licensee must not disclose the Licensed Trade Secrets or
Confidential information to any third party. Licensee agrees to disclose
the Licensed Trade Secrets and Confidential Information only to persons
with a "need to know" within the company. Licensee agrees to use the
Licensed Trade Secrets and any Confidential Information only in connection
with the development of the Licensee Products and to take reasonable
precautions to prevent its accidental copying or distribution to persons
outside of the Licensee or to employees and officers of Licensee without a
need to know this Confidential Information.
11. DISPUTE RESOLUTION
11.1. Choice of Law. This Agreement shall be construed, and the legal
relations between the parties hereto shall be determined, in accordance
with the laws of the State of California and, as applicable, the laws of
Territory.
11.2. Jurisdiction and Venue. All disputes arising out of this Agreement
shall be resolved by adjudication in the Superior Court for the State of
California or the Federal District Court for the Northern District of
California. Venue shall be in Santa Clara, California.
12. TERM AND TERMINATION
12.1. Term. The term of this Agreement shall begin from the date when
Licensee accepts the terms of this Agreement or the date when Licensee and
Licensor enter into the Business Contract, whichever is later, and shall be
effective only during the time when both this Agreement and the Business
Contract are effective.
12.2. Termination for Breach. In the event that Licensee is in material
breach of its obligations under this Agreement, Licensor may deliver to the
Licensee a written Notice of Proposed Termination. If Licensee fails to
cure the breach within thirty (30) days of its receipt of Notice of
Proposed Termination, Licensor may terminate this Agreement by providing to
Licensee a Notice of Termination. However, breach of the confidentiality
provisions of Section 9 of this Agreement may be grounds for termination
upon 72 hours written notice if the breach jeopardizes the legal protection
of the Confidential Information of the non-breaching party, or otherwise
causes irreparable injury to the non-breaching party.
12.3. Termination upon Change of Control. Licensor may terminate this
Agreement in the event that the Licensee undergoes a Change of Control.
12.4. Effect of Termination. In the event of termination of this Agreement
by Licensor under Sections 12.2 or 12.3 of this Agreement: (a) All licenses
conferred by this Agreement shall cease, provided that Licensee may
continue, for a period of forty-five (45) days after the date of its
receipt of the Notice of Termination, to ship any inventory of the Licensee
Products ordered in writing by customers prior to the date of Licensee's
receipt of the Notice of Termination; (b) Licensee shall return to Licensor
all Licensed Trade Secrets in tangible form and Licensed Works, and any
copies thereof, no later than thirty (30) business days after the date of
Licensee's receipt of the Notice of Termination.
12.5. Survival. The following sections of this Agreement shall survive its
termination or expiration: 10.
12.6. Remedies. The right of the parties to terminate this Agreement shall
not be the exclusive remedy for breach.
13. GENERAL PROVISIONS
13.1. Assignment. Neither party shall assign this Agreement in whole or in
part, without the prior written consent of the other party, which consent
may be withheld for any reason.
13.2. Entire Agreement. This Agreement and the Business Contract constitute
the entire agreement between the parties relating to the subject matter of
the intellectual property and licenses referenced herein, and all prior
negotiations, representations, agreements, letters, and understandings are
merged into, extinguished by, and integrated into this Agreement. No
modification of this Agreement or any of its terms shall be effective
unless a written amendment is signed by the parties.
13.3. Force Majeure. Neither party will be responsible to the other party
for non-performance or breach of any terms of this Agreement due to
occurrences beyond the control of the party, including acts of God, acts of
government, terrorism, wars, riots, strikes or other labor disputes,
shortages of labor or materials, fires, and floods, provided that the
non-performing party must promptly provide written notice of the
occurrence, including specific details and a plan for mitigating the
situation.
13.4. Severable Terms. The provisions of this Agreement are severable, and
in the event that any provision of this Agreement shall be determined to be
invalid or unenforceable under any controlling body of law, this
determination shall not in any way affect the validity or enforceability of
the remaining provisions of this Agreement.
Open Source Licenses¶
Open source licenses for the BrainFrame client can be found under the
legal/licenses directory.
Open source licenses for the BrainFrame server can be found in the core
Docker image under the standard locations provided by the apt and pip
package managers.
Replacing Python Libraries¶
We offer BrainFrame client users the option to replace some libraries that have been packaged alongside or within the client binary with an API-compatible version of the library. Simply set the environment variable corresponding to the library you want to replace, and BrainFrame will use that version.
For example:
export PYGOBJECT_PATH=/usr/local/pygobject-custom
bash ./brainframe_client.sh
PyGObject¶
Environment variable: PYGOBJECT_PATH
Source: https://github.com/GNOME/pygobject
Argh¶
Environment variable: ARGH_PATH
Source: https://github.com/neithere/argh
Chardet¶
Environment variable: CHARDET_PATH
Source: https://github.com/chardet/chardet
Replacing C++ Libraries¶
Replaceable libraries are included in the release under the lib directory and
are dynamically linked at runtime. In order to use a custom version of these
dependencies, simply replace the included dynamic library files with your
version.
Please consult the source for their corresponding copyrights. Links to each
library's source code can be found in lib/brainframe_qt/legal/sources.txt
in the binary .zip.