IMPORTANT-READ CAREFULLY: This Candu SDK License Agreement (“Agreement”) is a legal agreement between you (either an individual or the entity that employs you) and Candu, Inc. (“Candu”, “we” or “us”) for the Candu software that accompanies this Agreement, which includes computer software and may include associated media, printed materials, “online” or electronic documentation, and Internet-based services (“Candu SDK”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE CANDU SDK. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE CANDU SDK.
1. Candu SDK. This license applies to the Candu SDK including any files that are designated as “Redistributables”, and the Candu API which enables access to certain services including internet-based services licensed under a separate agreement with Candu (“Candu Services”).
2. License; License Restrictions.
2.1 License. Subject to the terms and conditions of this Agreement, we hereby grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free, fully paid-up license, during the term of this Agreement, to access and use the Candu SDK solely: (a) in accordance with the terms and conditions of this Agreement and any published specifications or guidelines that we make available for the Candu SDK; and (b) to develop and use your applications (“End User Applications”).
2.2 License Restrictions. Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading), modify, distribute, perform, display or otherwise create a derivative work of the Candu SDK, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Candu SDK; or (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Candu SDK to any third party. The Candu SDK is not licensed for use with services other than the Candu Services accessible to you through the Candu API.
2.2 No Reverse Engineering. You acknowledge and agree that portions of the Candu SDK, including, but not limited to, the source code, Candu APIs, and the specific design and structure of individual modules or programs, constitute copyrights and confidential information of Candu, Inc. and its licensors. Accordingly, you agree not to disassemble, decompile, reverse engineer, disclose, or otherwise attempt to gain access to the source code of the Candu SDK, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law or this Agreement notwithstanding this prohibition.
2.3 Redistributables. Any file that is expressly designated by Candu as Redistributable code may be compiled into your End User Applications or used with your End User Applications, for example .dll files, and distributed in executable form only as part of or with your End User Applications, provided that your distribution of such End User Application is subject to a license that is as protective of Candu and its licensors as this Agreement.
2.4 No Implied Licenses. Unless expressly granted by this Agreement, no other licenses, covenants, or grants are made by implication or estoppel.
3. Third Party Code. The Candu SDK may include open source and other third party code (“Third Party Code”). Third Party Code is licensed to you exclusively by the applicable licensor of such Third Party Code, and not by us. You hereby agree that you will not combine the Candu SDK or any component thereof with any other Third Party Code that would subject the Candu SDK, any component thereof or the Candu Services (collectively or individually as the context implies “Candu Software”) to any Third Party Code licenses that would require you or Candu to make source code available to a third party or relicense the Candu Software free of charge or under terms that are inconsistent with any term or condition of this Agreement.
4. Term and Termination.
4.1 Term. This Agreement will begin when you download, install, copy or otherwise use the Candu SDK or any component thereof, whichever occurs first. It and will remain in effect indefinitely unless and until (a) either party terminates the Agreement in accordance with this Section; and (b) we cease making the Candu SDK available at no cost. Either party may terminate this Agreement at any time, for any reason. This Agreement will automatically terminate without notice if you breach any provision of this Agreement or utilize the Candu SDK beyond the scope of the express license granted pursuant to this Agreement. Your access to the any Candu Software and website may be suspended or terminated at any time including upon termination of this Agreement by Candu.
4.2 Effect of Termination. Upon termination, you will destroy all copies of the Candu SDK or return all such copies to Candu, and upon request by Candu, certify in writing that you have destroyed or returned all copies. This Section 4.2, “Indemnification,” “No Warranties,” “Limitation of Liability,” and “General” sections set out in this Agreement shall survive any termination of this Agreement.
5. No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANDU AND ITS LICENSORS PROVIDE THE CANDU SOFTWARE AND SUPPORT (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE CANDU SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE CANDU SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE CANDU SOFTWARE OR YOUR END USER APPLICATIONS. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
6. Updates. We may provide updates or modifications to the Candu SDK at any time without notice, but we are not obligated to provide you with any such updates. Any updates made available by us are subject to the terms of this Agreement. We are not obligated to provide you with any technical or other support for the Candu Software including the Candu SDK other than as expressly agreed between you can Candu.
7. Intellectual Property; Feedback. As between the parties, we retain all right, title, and interest in and to the Candu Software, and Feedback (as defined below). Except for the limited rights to access and use the Candu SDK that we explicitly grant you in this Agreement, we do not grant you any right or license in or to any of our intellectual property or proprietary rights. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing in the Candu SDK as downloaded by you. If you provide or communicate any suggestions for improvements to us (collectively, “Feedback”), you covenant, represent and warrant that we can use any such Feedback free of compensation to you or any third party and without restriction or attribution.
8. Unauthorized Users. We may provide you with a Client Token to access the Candu Services using the Candu API. You may not disclose such Client Token to any other person and must take commercially reasonable steps to ensure that your Client Token is not accessed by any other person. If you become aware that your Client Token may have been accessed by or disclosed to another party you agree to (i) notify Candu immediately, (ii) promptly provide any information requested by Candu, and (iii) take commercially reasonable efforts to ensure that any unauthorized use is prevented or discontinued.
9. Consent To Use Of Data. You agree that Candu may collect and use information gathered as part of the Candu Software you use to develop your End User Applications, or through use of your End User Applications, if any, and related to the Candu Software. Candu may use this information solely to improve our products or to provide customized services or technologies and will not disclose this information in a form that personally identifies you or your users.
8. Limited Liability; Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CANDU NOR ITS LICENSORS WILL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE CANDU SDK, EVEN IF CANDU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CANDU’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE (1) OR MORE CAUSE OF ACTIONS EXCEED U.S. ONE DOLLAR ($1.00). THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL REMEDY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9. Indemnification. You agree to defend, indemnify and hold us and our subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees harmless from and against any loss, damage, settlement, penalty, cost, expense or any other liability (including but not limited to reasonable attorney’s fees and expenses) arising out of your use of the Candu SDK, or any allegation or claim that, if true, would establish your breach of this Agreement.
10. Modifications to Agreement. We may modify the terms and conditions of this Agreement at any time. The most current version of the Agreement and the date that it was posted can be found at www.candu.ai/end-user-license-agreement. Your continued use of the Candu SDK will constitute your acceptance of the modified Agreement. You acknowledge and agree that it is your responsibility to check for updates.
11. Export Restrictions. You agree to comply fully with all U.S. and any international export laws and regulations to ensure that neither the Candu SDK nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
12. General. All notices permitted or required under this Agreement may be given in writing via email. Notices from you to us will be sent to Candu, Inc., [ ]. This Agreement will be governed by the internal substantive laws of the State of Delaware. Sole venue and jurisdiction for any proceeding under this Agreement will be in the state and federal courts located in Wilmington, Delaware. You may not assign this Agreement to a third party without Candu’s advance written consent. Candu may assign this Agreement to any party and this Agreement will be fully binding upon Candu’s and your successors and assigns.. You and Candu are independent contractors to each other in our activities under this Agreement. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Candu have executed a separate agreement governing use of the Candu SDK. Each party agrees to comply in all material respects with all applicable laws, rules, and regulations in connection with its activities under this Agreement.
13. Contact Information. If you have any questions regarding this Agreement, you may contact Candu at firstname.lastname@example.org.