iROAR SDK LICENSE AGREEMENT
You are free to develop any kind of add-on you can imagine with the iRoar SDK. There are just a few rules and restrictions you need to keep in mind. Before installing and/or working on the SDK, you need to review the following terms carefully and agree to the following Terms and Conditions (“License Agreement”), which forms a legally binding contract between you and Creative Technology Ltd.
TERMS AND CONDITIONS:
The iRoar SDK (“SDK”) is licensed to you subject to your compliance with the terms and conditions herein. The terms of this License Agreement may at Creative’s discretion, be amended or updated from time to time.
1.1 If you wish to use the SDK, you need to agree to this License Agreement. If you decide not to accept this License Agreement, you will not be able to use the SDK. By clicking on “Accept”, you hereby agree to the terms of this License Agreement. In the event that you are agreeing on behalf of your employer or other entity to be bound by these terms, you hereby represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have such requisite authority, you may not accept the License Agreement or use the SDK on behalf of your employer or other entity.
1.2 Subject to Your compliance with the terms herein, Creative grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the SDK solely to develop applications to run on the iRoar platform. Save as expressly provided herein, Creative owns all right (including and not limited to legal and intellectual property rights), title and interest in and to the SDK. Save as aforesaid, while the add-ons that you develop are owned by you, please note that any feedback, and/or suggestions provided by you to enhance or otherwise improve any aspects of the API is owned by Creative.
1.3 Except as expressly permitted by this License Agreement, you shall not use the SDK for any other purpose. You shall not: (a) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK; or (b) combine any part of the SDK with other software, and/or distribute or re-distribute any software or device incorporating a part of the SDK; or (c) subject the SDK to any discriminatory, illegal, obscene, offensive or abnormal usage. We may, at our discretion, cease to provide the SDK, make amendments, changes, modifications etc to the SDK (or any part thereof) without notice or reference to you.
2. Trade Marks
This License Agreement does not grant you the right to use any of our Creative or iRoar trade marks, trade names, service marks, logos, domain names, or other distinctive brand features. You shall not remove, obscure, or otherwise alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
3. Use of the SDK
3.1 You are to use the SDK and write applications only for limited purposes that are permitted by (a) this License Agreement and (b) any applicable law, regulation, guidelines or generally accepted practices in the relevant jurisdictions. You agree that if you use the SDK to
develop applications for general public users, you will protect the privacy and legal rights of those users. In the event that your application stores personal or sensitive information provided by users, it must do so securely.
3.2 You are not to engage in any activity with the SDK, including the development or distribution of an application, which may disrupt, damage, or access in any unauthorised manner any servers, networks, or other properties or services of any party. You are solely responsible for the following:
(i) All content, data, and/or other applications that you create, transmit or display;
(ii) Any breach of your obligations under this License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation; and
(iii) For the consequences (including any loss or damage which Creative and/or any third party may suffer) of any such breach.
It is your sole responsibility to ensure that (i) the add-ons that you develop (or any part thereof) hereunder operates well with the API provided herein, in order to form a rich ecosystem of interoperable applications and (ii) the add-ons developed do not damage any system it operates on whether directly or indirectly.
5. Third Party Applications
In the event that you decide to use the SDK to access data, content or resources provided by a third party or otherwise to run applications developed by any third party, you hereby agree that Creative is not responsible whatsoever for any such applications, data, content, or resources. All data, content or resources which you may access through such third party applications are the sole responsibility of the party or person from which it originated and that Creative shall not liable for any loss or damage whatsoever whether directly or indirectly as a result thereof. Any third party applications that you use may be protected by intellectual property rights which are owned by its providers (or by other persons or companies on their behalf). You hereby acknowledge and agree that your use of any such third party applications (or any part thereof), data, content, or resources shall be governed by separate terms between you and the respective third party.
This License Agreement continues to apply until terminated by either party as set out herein. If you wish to terminate this License Agreement, you may do so by ceasing to use the SDK(and any part thereof). Creative may terminate this License Agreement with you at any time in the event of that your breach any provision of this License Agreement; or it is a requirement by law; or where Creative no longer provides the SDK or certain parts of the SDK to developers or for any other reason at Creative’s discretion as it may deem fit. Upon any such termination of this License Agreement, your rights and licenses hereunder shall immediately cease and terminate.
You agree to maintain in confidence all Confidential Information which may be disclosed to you in connection with this License Agreement and agree that you will not disclose the Confidential Information to any third party. You agree that you use the Confidential Information only for the purposes stated in this License Agreement.
8. No Assignment
You agree not to transfer or assign this Agreement (whether in whole or in part), or assign any right or delegate any obligation under it, whether voluntarily, by operation of law or otherwise without Creative’s prior written consent.
CREATIVE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SDK HEREIN IS AT YOUR SOLE RISK ENTIRELY AND THAT THE SDK IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. YOU ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, DEVICE(S) OR LOSS OF DATA THAT MAY RESULT FROM ANY SUCH USE.
10. Limitation of Liability
IN NO EVENT WILL CREATIVE, ITS AFFILIATES AND/OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF USE, LOST REVENUES OR LOST DATA WHATSOEVER, WHETHER ARISING FROM OR RELATING TO THE SDK, TRADEMARK(S), OR THIS AGREEMENT, EVEN IF CREATIVE, ITS AFFILIATES AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify and hold harmless Creative, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or violates the rights of publicity or privacy, and (c) any non-compliance by you with this License Agreement.
12. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Singapore without regards for its rules of conflict of laws, as if this Agreement was executed in and fully performed in the Republic of Singapore. If any dispute arises under this Agreement, the parties agree that the venue for such dispute shall be in the Republic of Singapore and Licensee hereby submits to the exclusive jurisdiction of the Singapore courts.