1 Acceptance of Terms
By accessing or using the data structures, pseudocode, and/or software source code (“Protocol”) provided by Acaia Corporation (“Company”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to all of the Terms, do not access or use the Protocol.
2 License Grant
Subject to these Terms, the Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, and revocable license (“Company License”) to use the Protocol for the development of your software/services (Your Software) solely in connection with the Company’s hardware. This license does not include any right to use, implement, or otherwise exploit the Protocol on any hardware not manufactured, or otherwise expressly authorized by the Company. You understand and agree that by incorporating the Protocol in Your Software, neither you nor your software/services have a right to sublicense the Protocol to any other third party.
3 License Back
In consideration of receiving the Company License, you hereby grant the Company a non-exclusive, non-transferable, sublicensable, perpetual, and non-revocable license over any patent rights associated with software or services you have developed or will develop that have been derived from the incorporation of the Protocol. You remain the owner of any intellectual property rights you have over Your Software, and any license you hereby grant to the Company is not a transfer of ownership of Your Software to the Company.
4 Restrictions
You agree not to:
4.1 Use, copy, modify, or distribute the Protocol except as explicitly permitted herein. Specifically, you shall not use, copy, modify, or distribute the Protocol on any hardware not manufactured, distributed, sold, or otherwise expressly authorized by the Company.
4.2 Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Protocol to any third party for any reason, unless explicitly authorized in writing by the Company.
4.3 Use the Protocol for any purpose that is illegal or beyond the scope of their intended use.
5 Intellectual Property
All rights, title, and interest in and to the Protocol (including any and all intellectual property rights) are owned by the Company. These Terms do not grant you any rights to patents, copyrights, trademarks, or any other intellectual property rights of the Company or its licensors except as explicitly stated herein.
6 No Liability
The Company shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses resulting from your use of the Protocol.
7 No Indemnity
You understand and agree that the Company does not and will not provide any indemnity to you for the use of the Protocol under any circumstances, including, but not limited to, indemnity for copyright infringement.
8 “As Is” and No Support
The Protocol, including all associated software, data structures, and other materials, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, either express or implied. The Company expressly disclaims all warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
The Company does not warrant that the Protocol will meet your requirements, that the operation of the Protocol will be uninterrupted or error-free, or that defects in the Protocol will be corrected. No oral or written information or advice given by the Company or its authorized representative shall create a warranty.
Furthermore, the Company is not obligated to provide any kind of technical support for the Protocol. If you modify the source code or the data structure, you assume the entire risk as to the quality and performance of the modification.
9 Termination
The Company may terminate this Agreement at any time for any reason or no reason. Upon termination and at the request of the Company, you agree to cease all use of the Services and delete all copies of any components of the Protocol in your possession.
10 Modification of Terms
The Company reserves the right, at its discretion, to modify or replace these Terms at any time. If the alterations constitute a material change to the Terms, the Company will notify you either directly by emailing you or indirectly by posting an announcement on its website. What constitutes a material change will be determined at the Company’s sole discretion.
11 Governing Law
These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.
In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof, you agree that all disputes, claims, questions, or disagreements shall be finally settled by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
12 Severability
If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
13 Entire Agreement
These Terms constitute the entire agreement between you and the Company regarding the use of the Protocol, superseding any prior agreements between you and the Company relating to your use of the Protocol.
14 Acknowledgment
By using the protocol, you acknowledge that you have read these terms of service and agree to be bound by them.