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Software - ROS

Introduction

This Agreement covers the terms and conditions for use of the Software, including its software tools (“Tools”), sample source code and documentation (“Documentation”). This Agreement forms a legally binding contract between you and Kudan with regard to the use of Kudan’s Software.

1. Acceptance of Agreement

Kudan provides its Software and Documentation solely on the terms and conditions set forth in this Agreement and on the conditions that you accept and comply with them. By downloading, installing, and/or using the Software or clicking a box indicating your acceptance of the Agreement, you agree to be bound by the terms and conditions of this Agreement, including its limitations on access, use, transferability, warranty, and liability. In addition, you agree, represent and warrant that you have the authority to bind yourself (or your employer or other entity on whose behalf you are agreeing) to the terms and conditions of this Agreement. You agree that this Agreement is enforceable like any written negotiated Agreement signed by you. If you do not agree to these terms and conditions, you may not use the Software or exercise any of the rights granted by this Agreement, and must permanently delete any copies of the Software.

2. Terms and Termination

This Agreement shall be effective when you accept the Agreement in accordance with Section above (such acceptance, the “Acceptance of Agreement”), and, unless terminated earlier, shall continue for 30 (thirty) days (“Evaluation Period”).

We may terminate this Agreement for convenience on seven (7) days’ prior written notice to you (via email).

You may terminate this Agreement for convenience with immediate effect by completely ceasing your use of the Software, Tools, and Documentation, and removing them from all computing and storage devices.

3. Grant and Scope of License

In consideration of you agreeing to abide by the terms of this Agreement, we hereby grant to you with effect from the Acceptance of Agreement and for the Evaluation Period, a personal, non-exclusive, non-sublicensable, non-transferable, revocable license to use the Software in object code form solely for the purpose of evaluating the Software (“Purpose”), subject to the Restrictions.

The license shall not permit you to use the Software for any commercial purpose nor to modify the Software or create any derivative works.

You may not publish any data or benchmarks without the prior written consent from Kudan, and any results are intended for your internal use only.

You may download, install, and use no more than 3 copies of the Software on no more than 3 computers. Further copies or locations require prior written approval from Kudan.

You may receive and use any free supplementary software code or updates of the Software incorporating "patches" and corrections of errors as may be provided by us from time to time, and use any Documentation in support of the evaluation process.

4. Restrictions

• a.In relation to the Software, except as expressly set out in this Agreement or as permitted by any local law, you undertake (or cause to be undertaken):
  • ⅰ.not to copy the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
  • ⅱ.not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
  • ⅲ.not to use the Software or Documentation in a manner that may infringe or misuse any third parties’ intellectual property rights or that may destroy, cause damage or otherwise adversely effect any computers or devices to which the Software or Documentation is downloaded or software, data stored in such computers or devices;
  • ⅳ.not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Software with another software program, and provided that the information obtained by you during such activities:
    • 1.is used only for the purpose of achieving interoperability of the Software with another software program; and
    • 2.is used only for the purpose of achieving interoperability of the Software with another software program; and
    • 3.is not used to create any software which is substantially similar to the Software;
  • ⅴ.to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
  • ⅵ.to supervise and control use of the Software and ensure that the Software is used by your employees in accordance with the terms of this Agreement;
  • ⅶ.to include our copyright notice on all entire and partial copies you make of the Software on any medium contained in the original without any modification or change;
  • ⅷ.not to remove, delete, alter, modify or otherwise obscure any trademarks or any copyright, trademark or other intellectual property notice provided on or with the Software or Documentation;
  • ⅸ.not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code) in any form to any person other than your employees without prior written consent from us;
  • ⅹ.whilst using the Software, not to use it for any purposes other than the Purpose, including but not limited to commercial release or in any public demonstration or any store or distribution channel (whether online or offline) accessible by third parties or customers;
  • ⅺ.not to publish any direct or indirect output data, benchmarks, or derived analysis in any public forum or medium, without prior written consent from us;
  • ⅻ.not to use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purposes that is to Kudan Group’s commercial disadvantage; or
  • xⅲ.to comply with all applicable laws and regulations, including technology control or export laws and regulations.

5. Intellectual Property Rights

You acknowledge that Kudan Group or its licensors retain all intellectual property rights, whether protected or unprotected by law, registered or unregistered, in the Software and the Documentation (“Intellectual Property Rights”) anywhere in the world, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Agreement. Kudan Group reserves and shall retain its entire right, title, and interest in and to the Software and Documentation and all Intellectual Property Rights arising out of or relating to the Software or Documentation, except as expressly granted to you in this Agreement. You shall use commercially reasonable efforts to safeguard all Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify Kudan if you become aware of any actual or threatened infringement of the Intellectual Property Rights in the Software or Documentation and fully cooperate with Kudan Group in any legal action taken by Kudan Group to enforce the Intellectual Property Rights.
You acknowledge that you have no right to have access to the Software in source code form except for certain parts of the Software that is made available to you in source code format in our software library.

6. Confidentiality

You agree that the Software contains Kudan Group’s confidential information. You undertake to protect from disclosure to any third party the Software – including all accompanying documentation, any backup copies made, and all other information of us which is made accessible to you within the context of this Agreement. You shall not disclose, or permit the disclosure of, the Software and/or documentation in any form or any information relating to the Software and/or documentation to any third party without our prior written permission.

You acknowledge that the unauthorized use or disclosure of Kudan Group’s confidential information would cause Kudan Group to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain.

Accordingly, you agree that Kudan Group will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of its confidential information, in addition to any other rights and remedies that it may have at law or otherwise.

7. Relationship of the Parties

The parties are independent contracting parties and not in partnership or any other form of joint endeavor.

As a result of the evaluation carried out under this Agreement the parties may decide to enter into discussions regarding the development and commercial license of the Software or other collaboration however there is no obligation on either of the parties to do so.

8. Disclaimer of Warranties

The Software is licensed to you for free and so no warranty is given with respect to its operation, merchantability, fitness for any particular purpose and no support is offered in connection with the use of the Software. Any condition, warranty, representation, or other terms concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, including but not limited to any implied condition or term as to the satisfactory quality or fitness for the purpose of evaluation is excluded to the fullest extent permitted by law.

9. Limitation of Liability

We shall not in any circumstance whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for
a. any direct damage, losses, costs or expenses suffered by you;
b. loss of profits, sales, business, or revenue;
c. business interruption;
d. loss of anticipated savings;
e. loss or corruption of data or information;
f. loss of business opportunity, goodwill or reputation; or
g. any indirect or consequential loss or damage.

Our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100 (one hundred pounds).

Nothing in this Agreement shall limit or exclude our liability for:
a. death or personal injury resulting from our negligence;
b. fraud or fraudulent misrepresentation;
c. any other liability that cannot be excluded or limited by English law.

10. Indemnification

You agree to indemnify and hold us, our subsidiaries and affiliates and each of their respective officers, directors and employees harmless from and against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by us (including but not limited to costs of defence, investigation and reasonable legal fees) arising out of, resulting from or in connection with (i) any use, reproduction or distribution of the Software or Documentation, which causes an infringement of any patent, copyright, trademark, trade secret, or other intellectual property, publicity or privacy right of any third party arising in any jurisdiction anywhere in the world; (ii) the download, distribution, installation, storage, use or transfer of Software or Documentation, related content or materials, by any person or entity except and solely to the extent such infringement is caused by the unmodified Software, or portions thereof, as supplied to you by us under this Agreement; and/or (iii) any breach of this Agreement by you.

11. Changes to this Agreement

We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions as required for safety, for compliance with laws or government regulations, and/or that do not materially impact your use of the Software. The additional terms will be effective immediately and incorporated into this Agreement. Your continued use of the Software following notice, at the mailing address or email address you provided to Kudan, of any additional terms will be deemed to constitute your acceptance of all such additional terms. All additional terms are hereby incorporated into this Agreement by reference.

12. General Terms

• a.We may transfer our rights and obligations under this Agreement to another organization, but this will not affect your rights or our obligations under this Agreement.
• b.You may only transfer your rights or obligations under this Agreement to another person if we agree in writing in advance.
• c.This Agreement and any document (including links to information on the Website) expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
• d.We will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or your equipment, loss and destruction of property, or any other circumstances or causes beyond our reasonable control.
• e.If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
• f.Each of the conditions of this Agreement operates separately. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition shall not affect the validity and enforceability of the rest of this Agreement.
• g.This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of England and Wales. Both parties irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.