PELCO DEVELOPER NETWORK (PDN) SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“YOU” OR “LICENSEE”) AND PELCO (“PELCO” OR “LICENSOR”) GOVERNING YOUR USE OF THE PELCO DEVELOPER NETWORK (“PDN”) AND ANY APPLICATION PROTOCOL INTERFACE SOFTWARE OR ITS DOCUMENTATION (“API”) OR SOFTWARE DEVELOPMENT KIT OR ITS DOCUMENTATION (“SDK”) (COLLECTIVELY, THE “SOFTWARE”). YOUR USE OF THE SOFTWARE CONFIRMS YOUR ACCEPTANCE OF THIS AGREEMENT, AND BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND AND AGREE THAT YOU ARE BOUND BY ITS TERMS AND CONDITIONS, AND THAT YOU HAVE REGISTERED WITH AND BEEN CERTIFIED BY PELCO TO USE AND ACCESS THE PDN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE LICENSED TO USE THE SOFTWARE.
TERMS AND CONDITIONS
1. LICENSE GRANT.
PELCO hereby grants to LICENSEE a non-exclusive, non-transferable, royalty-free license (the “License”) to use the Software for the sole purpose of the development of computer application programs designed to function with PELCO’s applicable line of products (the “Product”) and the integration of the same.
2. TERM; TERMINATION.
This License is effective until terminated. PELCO reserves the right to automatically terminate this License, without notice to LICENSEE, if LICENSEE fails to comply with any terms of this License. Upon termination, LICENSEE shall immediately return to PELCO the Software and the original disk containing the Software, as well as all copies thereof, and all printed and written materials relating thereto, at LICENSEE's expense.
3. SOFTWARE OWNERSHIP.
PELCO will retain all right, title, and interest in and to the Software, and all copies of the Software, regardless of the media or form on or in which the Software or other copies may exist, including copies which are made in violation of the terms of this License. PELCO does not sell any property rights in the Software, and this License is not a sale of the Software or any copy thereof.
4. INTELLECTUAL PROPERTY RIGHTS.
The Software includes proprietary information of PELCO and is protected by copyright, trademark and patent laws and international treaties. YOU may make one archival copy of the Software for each License which YOU are granted. YOU agree that any copies of the Software shall contain the same copyright and other proprietary notices as appear on the original Software. YOUR use of PELCO’s copyright and other proprietary notices, as well as the PELCO logo, is conditioned upon YOUR obtaining the prior written approval of PELCO for all such notices, markings and uses. Except as specifically stated in this License, this License does not grant YOU any rights to any copyrights, trademarks, trade secrets, patents or any other intellectual property rights. YOU may be held legally liable for any copyright infringement, trademark infringement or patent infringement which is caused or encouraged by YOUR failure to abide by the terms of this License.
5. RESTRICTIONS ON USE.
Without the express written consent of PELCO, and except as necessary to serve the purpose of this License as stated in Section 1, LICENSEE may not: (a) use the Software for video surveillance equipment or any other equipment, products or software which are not intended by PELCO to be integrated with the Product; (b) transfer the Software to multiple video surveillance equipment components, except as expressly provided in the Software; or (c) copy, decompile, disassemble, duplicate, reverse engineer, adapt, modify, translate, or otherwise create derivative works based on the Software, or any portion or copy thereof.
6. RESTRICTIONS ON ASSIGNMENT OR TRANSFER.
LICENSEE shall not assign, rent, lease, redistribute, sell, sublicense, pledge, encumber or otherwise transfer the Software, or any portion thereof or any accompanying materials, to another party.
7. API UPDATES.
PELCO is under no obligation under this License to provide any patches, fixes, subsequent versions, upgrades, or support (collectively “updates”) for the Software. However, updated versions of the Software may be created or issued by PELCO from time to time. At its sole option, PELCO may make such updates available to LICENSEE. The Software is subject to change without notice to LICENSEE.
For the purposes of trouble-shooting and PELCO customer service, YOU agree to provide PELCO with access to any software driver or other code developed by YOU and to which the Product will be integrated or with which the Software will interface. PELCO agrees not to disclose any confidential information contained in such code to any third-party not involved with the trouble-shooting.
9. EXPORT CONTROL LAWS.
YOU will not, directly or indirectly, and will not allow others to, export the Software or any technical data, software, technology plans and specifications relating to the Software: (i) in violation of any restrictions, laws, rules or regulations of the U.S. or of any other applicable country, including, but not limited to, U.S. export control laws such as the Export Administration Regulations, the International Traffic and Arms Regulations and the Bureau of Census Regulations; (ii) to any country, entity or individual which or who is subject to U.S. export restrictions, or export restrictions of any other applicable country; or (iii) if YOU know, have reason to know or have a reasonable suspicion that the Software or any technical data, software, technology plans and specifications relating to the Software may be provided to a country, entity or individual which or who is subject to U.S. export restrictions or export restrictions of any other applicable country. You agree to promptly report to PELCO any violation of any international trade regulation, including, but not limited to, U.S. export controls and U.S. import regulations enforced by any agencies in the U.S. and abroad. YOU agree that YOU will take all steps necessary to assist PELCO in whatever way necessary to comply with relevant laws and to deal with any government inquiries, investigations, penalty actions, litigation, administrative actions, etc. arising out of questions about international trade regulation compliance, including, but not limited to, U.S. export controls and U.S. import regulations enforced by any agencies in the U.S. and abroad; however, there will be no limitation on the extent and nature of information YOU warrant and agree to provide.
10. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PELCO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PELCO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE DIRECTIONS CONTAINED IN THE INFORAMTION WILL MEET YOUR REQUIREMENTS, THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. PELCO DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE. PELCO DOES NOT WARRANT THE RESULTS THAT WILL BE OBTAINED BY YOUR USE OF THE SOFTWARE. NO ORAL OR WRITTEN ADVICE GIVEN BY PELCO OR A PELCO AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR PELCO SURVEILLANCE VIDEO EQUIPMENT AND ANY NON-PELCO PRODUCTS INTEGRATED WITH PELCO SURVEILLANCE VIDEO EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM SUCH INTEGRATION.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
11. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES SHALL PELCO BE LIABLE TO YOU OR ANYONE ELSE ON ACCOUNT OF YOUR USE OR MISUSE OF OR RELIANCE ON THE SOFTWARE OR ARISING FROM ANY CLAIM RELATING TO THIS LICENSE OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF PELCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE, MISUSE OR RELIANCE ON THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE RIGHT TO USE THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED BY PELCO, AS WELL AS BY REASON OF ANY ADVICE RECEIVED THROUGH OR ADVERTISED BY PELCO. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
YOU agree to indemnify, hold harmless, and defend PELCO from and against any claims or lawsuits, including attorneys’ fees and costs, that arise out of or in connection with any software, software driver, code or product which YOU integrate with the Product or interfaces with the Software, as well as with respect to any violation of Section 9 of this License.
YOU agree that YOU, and each of YOUR employees and representatives, shall maintain the confidentiality of the Software, and all accompanying materials.
If any provision of this License is found to be illegal, invalid, or unenforceable, that provision shall not affect the validity or enforceability of this License, and this License shall then be construed in all respects as if such invalid or unenforceable provision were omitted.
15. CONTROLLING LAW.
This License shall be governed by, and construed in accordance with, the laws of the State of California (without giving effect to principles of conflicts of laws). The venue for any legal proceedings arising from or connected with this Agreement shall be exclusively in Clovis, California, and each Party hereby waives the right to challenge venue based upon forum non conveniens or otherwise. The Parties expressly consent to the jurisdiction of the state and/or Federal courts in and/or for Clovis, California. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
This License constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by an authorized representative of PELCO. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern. In any action to enforce any rights set forth in this License, the prevailing party shall be entitled to recover their attorneys’ fees and costs, at all levels of trial and appeal. The failure or delay of either party to exercise any of its rights under this License shall not be deemed a waiver of those rights or the breach thereof.
Questions regarding the Software, or this License and their implementation or use should be directed to:
3500 PELCO Way Clovis,
California USA 93612-5699
(559) 292-1018 - Voice
(559) 292-1981 - FAX