Pepper SDK for Android Studio™
End-User Software License Agreement
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ARTICLE 1 – DEFINITIONS |
The Pepper SDK is a plugin for the Android Studio™ IDE designed to provide you with an integrated environment in which to build Android applications to run on Pepper robots.
This Limited End-User Software License Agreement ("Agreement") is a legal agreement between you, the Licensee, and SBRE for the use of the Plugin.
By using this Plugin or storing this program on a computer, you are agreeing to be bound by the terms of this Agreement and you represent that you are legally permitted to enter into this Agreement either on your own behalf, or on behalf of your entity or organization, and that you have the right and authority to legally bind such an organization. If you do not agree to any of the terms of this Agreement uninstall and delete the Plugin from all storage media.
The terms of this Agreement also apply to any updates, upgrades, new releases or versions for this Plugin, unless other terms accompany those items, in which case you agree that those terms will govern your use of those items.
ARTICLE 1 – DEFINITIONS
“SBRE” refers to SoftBank Robotics Europe SAS having its registered office at 43 rue du Colonel Pierre Avia, 75015 Paris, France, registered with the trade and companies register of Paris under number 483 185 807.
“Documentation” refers to any explanatory materials or other materials and/or specifications supplied with the Software or made available online on the SBRE website related to the Plugin.
“Licensee” refers to any entity and/or individual using the Plugin or exercising rights under this Agreement.
“Licensor” refers to any entity or entities and/or individual(s) having rights to the Plugin.
“Plugin” refers to the Pepper SDK with which this Agreement is provided, including any applications, content files, scripts, instruction sets, and related Documentation.
ARTICLE 2- RIGHTS GRANTED
SBRE and/or its Licensor grants to the Licensee a limited, non-exclusive, non-transferable, non sub-licensable and revocable license to install and use the Plugin. The Plugin is licensed, not sold, in accordance with the terms of this Agreement. SBRE and/or its Licensor shall have the right to make update and/or upgrade of the Plugin. This Agreement, however, does not grant any right on any update or upgrade of the Plugin.
ARTICLE 3 - OBLIGATIONS OF THE LICENSEE
The Licensee agrees to the following:
- The Licensee shall strictly comply with the user instructions set forth in the Documentation;
- Even if the Licensee keeps its right to objectively critic the Plugin, the Licensee shall not take any action to impair the reputation of the product, the trademarks of SBRE or its Licensor and any other product of SBRE or its Licensor;
- The Licensee shall in no event use the Plugin for any illegal, illicit, defaming, pornographic or detrimental activities;
- The Licensee shall use the SBRE or its Licensors name and trademarks only in the manner prescribed by SBRE in writing;
- The Licensee shall inform SBRE of any potential defects (including any bugs, glitches, any other forms of malfunctions) discovered when using the Plugin;
- The Licensee shall notify SBRE promptly of any legal notices, claims or actions directly or indirectly relating to the Plugin against a third party and not enter into or compromise any claim, legal action or other proceeding relating to the Plugin without the prior written consent of SBRE or its Licensor, if applicable;
- The Licensee shall not rent, publish, network, transmit, reproduce, lease, sell, perform, display, create derivative works based on, participate in the transfer or sale of, redistribute, sublicense, upload to any website or server, and, in a more general manner, not communicate all or part of the Plugin to any third party or otherwise disseminate the Plugin;
- Except otherwise expressly agreed the Licensee shall not alter, modify, decompile, disassemble, reverse engineer or attempt to derive the program code from or any other part of the Plugin, in whole or in part (except as may be permitted licensing terms governing use of open-sourced components included with the Plugin) ;
- Except otherwise expressly agreed the Licensee shall not copy (except backup copies permitted by law), develop any other software programs or derivative works on the basis of the Plugin (except as may be permitted by applicable law or licensing terms governing use of open-sourced components included with the Plugin). Any such software program or derivative work shall in no case be sold, transferred, assigned or licensed by the Licensee;
ARTICLE 4 – NO WARRANTY AND LIMITATION OF LIABILITY
4.1 AS FAR AS PERMITTED BY APPLICABLE LAW:
SBRE or its Licensor PROVIDES THE PLUGIN “AS IS”, AND DOES NOT WARRANT THAT THE USE OF THE PLUGIN, FUNCTIONALITY, THE OPERATION AND/OR CONTENT WILL BE: UNINTERRUPTED, ACCURATE, COMPLETE, AND FREE FROM ANY PLUGIN VIRUS OR OTHER HARMFUL COMPONENT.
SBRE or its Licensor DOES NOT WARRANT THE INTERNAL CHARACTERISTICS, THE COMPATIBILITY OF THE SOFTWARE WITH OTHER PLUGIN, THE ACCURACY, ADEQUACY, OR COMPLETENESS OF PLUGIN AND ITS RESULT AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS.
SBRE or its Licensor DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF PERFORMANCE OR MERCHANTABILITY OR RELIABILITY USEFULNESS OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PLUGIN AND ITS RESULTS.
4.2 ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLUGIN IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE.
4.3 IN NO EVENT WILL SBRE or its Licensor BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA OR USE, ARISING OUT OF OR IN CONNECTION WITH THE LICENSEE USE OF THE PLUGIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE AND EVEN IF SBRE or its Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. .
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SBRE’S or its Licensor’S CUMULATIVE LIABILITY FOR ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL BE LIMITED TO AMOUNT PAID BY YOU FOR THE PLUGIN, IF ANY. THESE LIMITATIONS SHALL APPLY EVEN IF SBRE HAS BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE AMOUNT.
ARTICLE 5 - TERM AND TERMINATION
The Licensee may stop using the Plugin at any time.
SBRE may at any time terminate these terms with the Licensee if the Licensee breaches any provision of these terms or if SBRE is required to do so by law.
SBRE reserves the right, at any time without notice, in its sole discretion, to cease support for the Plugin and to make the Plugin unavailable. In the event SBRE does so, this Agreement and the license granted herewith is deemed immediately terminated.
Survival. To the extent applicable, the following articles shall survive the termination of this Agreement: Articles 3 (Obligations of the Licensee), 4 (No Warranty and Limitation of Liability), 5 (Term and Termination), 6 (Intellectual Property), 7 (Confidentiality), 8 (Collection and Use of Personal Information), 10 (Independent Development), 11 (U.S. Government End Users), 12 (Indemnification), 13 (Export Control Laws), 14 (Miscellaneous) and any provision that expressly states its survival and/or are necessary for the enforcement of this Agreement.
ARTICLE 6 - INTELLECTUAL PROPERTY
SBRE (and its Licensors) remains the sole owner of all right, title, and interest in the Plugin. SBRE reserves all right not granted under this Agreement.
ARTICLE 7 – Confidentiality
7.1 Confidential Information. The Licensee agrees that the Plugin, including pre-release software and/or hardware (as well as related documentation and materials) of any SBRE or its Licensor provided to the Licensee as a registered SBRE developer (“Pre-Release Materials”) and any information disclosed by SBRE to the Licensee will be considered and referred to as “Confidential Information”. Notwithstanding the foregoing, the Confidential Information will not include:
(i) information that is generally and legitimately available to the public through no fault or breach of the Licensee,
(ii) information that is generally made available to the public by SBRE or its Licensor,
(iii) information that is independently developed by the Licensee without the use of any Confidential Information of SBRE or its Licensor,
(iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to the Licensee without limitation, or
(v) any third party software and/or documentation provided to the Licensee by SBRE or its Licensor and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.
7.2 Nondisclosure and Nonuse of the Confidential Information.
Unless otherwise expressly agreed or permitted in writing by SBRE or its Licensor, as appropriate, the Licensee agrees not to disclose, publish, or disseminate any Confidential Information to anyone other than to other registered SBRE developers who are employees, contractors, and/or other representatives working for the same entity as the Licensee and then only to the extent that SBRE or its Licensor does not otherwise prohibit such disclosure. The Licensee agrees not to use the Confidential Information in any way, including, without limitation, for the Licensee’s or any third party’s benefit without the prior written approval of an authorized representative of SBRE or its Licensor in each instance. The Licensee further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of the Confidential Information. The Licensee acknowledges that unauthorized disclosure or use of the Confidential Information could cause irreparable harm and significant injury to SBRE or its Licensor that may be difficult to ascertain. Accordingly, the Licensee agrees that SBRE or its Licensor will have the right to seek immediate injunctive relief to enforce obligations of the Licensee under this Agreement in addition to any other rights and remedies it or they may have. If the Licensee is required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose the Confidential Information, the Licensee may make such disclosure, but only if the Licensee has notified SBRE before making such disclosure (to the extent permitted under applicable law or regulation) and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve the Licensee of his, her, or its obligations to hold such information as the Confidential Information.
7.3 Paid Content License and Restrictions.
As a registered SBRE developer, the Licensee may have access to certain proprietary content (including, without limitation, video presentations and audio recordings) that SBRE may make available to the Licensee from time to time for a separate fee (“Paid Content”). Paid Content shall be considered as Confidential Information, unless otherwise agreed or permitted in writing by SBRE. The Licensee may not share the Paid Content with anyone, including, without limitation, employees, contractors, or other representatives working for the same entity as the Licensee, regardless of whether they are registered SBRE developers. Subject to these terms and conditions, SBRE grants the Licensee a personal and nontransferable license to access and use the Paid Content for authorized purposes as a registered SBRE developer; provided that the Licensee may only download one (1) copy of the Paid Content and such download must be completed within the time period specified by SBRE for such download. Except as expressly permitted by SBRE, the Licensee shall not modify, translate, reproduce, distribute, or create derivative works of the Paid Content or any part thereof. The Licensee shall not rent, lease, loan, sell, sublicense, assign or otherwise transfer any rights in the Paid Content. SBRE and/or its Licensor retains ownership of the Paid Content itself and any copies or portions thereof. The Paid Content is licensed, not sold, to the Licensee by SBRE for use only under this Agreement, and SBRE reserves all rights not expressly granted to the Licensee. Notwithstanding anything to the contrary contained herein, the Licensee’s rights under this Agreement to use and access the Paid Content will terminate automatically without notice from SBRE if the Licensee fails to comply with any of these confidentiality provisions.
ARTICLE 8 – COLLECTION AND USE OF PERSONAL INFORMATION
The Licensee data will be processed and stored in the manner pursuant to SBRE’s Privacy Policy that is available for consultation on http://www.ald.softbankrobotics.com (or any other address that may be substituted for it).
However, the Licensee already acknowledges and agrees that the provision of the Plugin by SBRE may require SBRE to process or store the Licensee’s personal data and to transmit such data within SBRE, to SBRE affiliates and/or authorized third parties in order to permit network-enhanced services, improve the general quality and/or functionality of its products and/or Plugin, permit development of new version of its products and/or Plugin, fix bug, glitch, or defect, develop patch and other solution, permit to install new version, update or upgrade, monitor and/or permit the maintenance of SBRE products and/or Plugin.
The Licensee expressly consents that SBRE may generate statistical data from the information provided through the Plugin without identifying the Licensee.
Such processing, storage, transfer, access, and use may take place in any of the countries or regions in which SBRE and its affiliates conduct business, or where third party may reside, access, or have their server.
ARTICLE 9 - NO TRANSFER OR ASSIGNMENT
In no event shall the Licensee sublicense, assign or otherwise transfer all or part of its rights and obligations under this Agreement, in whole or in part, without SBRE or its Licensor’s written consent. SBRE may transfer its rights and/or obligations under this Agreement to a third party.
ARTICLE 10 – Independent Development
Nothing in this Agreement will impair any right of SBRE or any of its Licensor to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that the Licensee may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, SBRE or any of its Licensor will be free to use any information, suggestions or recommendations that the Licensee provides to SBRE pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights.
ARTICLE 11 - U.S. Government End Users
The Plugin and the Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Plugin and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software and Documentation will be only those specified in this Agreement.
ARTICLE 12 - INDEMNIFICATION
You agree to indemnify and hold SBRE its Licensor, or affiliates as well as its and/or their respective successors, assigns, agents, directors, officers, employees and shareholders harmless from any claim or demand, including reasonable attorney's fees, made by any third party in connection with or arising out of your use of the Plugin, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any right of another person or entity.
ARTICLE 13 – Export Control Laws
The Plugin and your use of it are subject to international laws, restrictions, and regulations that may govern import, export, and use of the Plugin. The Licensee agrees to comply with all the laws, restrictions and regulations.
ARTICLE 14 - MISCELLEANEOUS
Headings. The headings referred to or used in this Agreement are for reference and convenience purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.
Severability. If a particular term is not enforceable, the enforceability of that term will not affect any other terms.
No Waiver. If SBRE fails to enforce or exercise any of these terms, it shall not be construed as a waiver of that section.
Conflicting Terms. In the event of a conflict between the terms of the SBRE Conditions of Use (including any and all attachments thereto and amendments thereof, if any) and the terms of this Agreement, the terms of the said conditions of use shall control.
Governing Law and Jurisdiction. Parties agree that all matters arising from or relating to the Plugin and this Agreement, shall be governed by the laws of France, without regard to conflict of laws principles. In the event of any dispute between the Parties, the Parties agreed to meet to discuss their dispute before resorting to formal dispute resolution procedures.
Third Party Software. The Plugin may contain software licensed by SBRE from third party licensors, (“Third Party Software”). You understand and agree that any Third Party Software is subject to the same restrictions contained in this Agreement as well as additional terms and conditions set by the said third party licensors, available in the Documentation section of www.ald.softbankrobotics.com. You further acknowledge and agree that such third parties can enforce their rights with respect to their Third Party Software under this Agreement against you directly in their own name.