SDK for NFC Starter Kit (ICS-D010) License Agreement
This agreement (hereinafter referred to as this "Agreement") sets forth the terms and conditions under which Sony Imaging Products & Solutions Inc. (hereinafter referred to as "Sony") grants you (referred herein as "you") a license to use certain software program developed by Sony entitled "SDK for NFC Starter Kit (ICS-D010) and any updates thereof ("Software") and the materials associated with such Software ("Documentation"). By clicking the "Agree" button and downloading the Software, you agree to be bound by the terms and conditions of this Agreement.
For purposes of this Agreement, the terms set forth below shall have the respective meanings attributed to them:
- "Application Software" means the software program which satisfies all of the following requirements:
- having an ability to control any or all of the reader/writer products designated in the System Requirements as the FeliCa IC Chip Products;
- be used on the reader/writer control system which runs on the operating system designated in the System Requirements; and
- not having ability to reverse-engineer, decompile, disassemble or otherwise reduce to any human perceivable form the Software and other FeliCa Technologies nor any function to facilitate the development of any other software or tools.
- "FeliCa IC Chip Products" means terminal products incorporating a mobile IC chip and/or IC cards using FeliCa Technologies and, both of which are separately designated by Sony in the Sony Site.
- "FeliCa Technologies" means any technology relating to contactless IC cards developed and owned by Sony under the name "FeliCa".
- "System Requirements" means system requirements set forth under the FeliCa homepage operated by Sony, the URL of which shall be (https://www.sony.net/Products/felica/).
Subject to the terms and conditions contained in this Agreement and during the term of this Agreement, Sony grants you a non-exclusive and non-transferable license to:
- Use the Software and the Documentation solely for the purpose of developing the Application Software;
- Distribute the Application Software developed by using the Software by you.
- Make one (1) copy of the Software and the Documentation for backup purposes only;
- You may not use the Software or the Documentation, in whole or in part, for any purpose other than as permitted under Paragraph 2. In particular, so prohibited purposes include, but are not limited to, the development of software other than the Application Software and analysis of the FeliCa Technologies. In the exercise of the rights granted by Sony to you under this Agreement, you must comply with Sony's requirements prescribed in the Documentation (including but not limited to requirements with respect to the operating environment) and the applicable model of the reader/writer products.
- You shall make reasonable effort to establish such environment that the Software and the Documentation are used and stored where they are sufficiently protected from unauthorized access and other attacks by third parties, e.g., a network environment protected by the use of private lines and firewalls.
- You may not reverse-engineer, decompile, disassemble, or otherwise reduce to any human perceivable form, any of the Software.
- You may not copy, make corrections, add to or otherwise modify the Software and the Documentation except as permitted under this Agreement.
- Sony may provide with the updated version of the Software and/or the Documentation at its sole discretion. Such updated versions shall be deemed to be, and shall constitute part of, the Software and/or the Documentation, as applicable, under this Agreement. In such event, you may not use any version of the Software and Documentation issued prior to the issuance of the latest versions after ninety (90) days of such issuance of the latest versions and you shall use such latest versions in accordance with the conditions as required in such latest version of the Documentation thereafter (including, but not limited to, the operating environment and the applicable model of the reader/writer products). The provision of this Subparagraph 3.5 shall in no event be construed as Sony is obligated to provide any update version of the Software and/or the Documentation.
- When you have a third party contractor use the Software, you shall impose upon such third party contractor the same obligations as those that you are assuming under this Agreement, and you shall be liable to Sony for such third party contractor's compliance therewith.
4. RIGHT OF SOFTWARE
Any and all copyrights and other intellectual property rights in the Software and the Documentation shall be the sole property of Sony. You have no right or interest in the Software and the Documentation except as expressly granted to you under Paragraph 2 hereinabove.
5. NO LIABILITY AND INDEMNIFICATION
Sony shall not be liable for any and all damages (including but not limited to damages suffered due to defects of the Software, the Documentation or the Application Software developed with the use of the Software and/or the Documentation) incurred by you or any third party in connection with the exercise of any right granted by Sony to you under this Agreement.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, ANY AND ALL WARRANTY, EXPRESSED AND IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF A THIRD PARTY'S PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT, ARE DISCLAIMED EXCEPT TO THE EXTENT SUCH DISCLAIMER IS JUDGED BY A COURT WITH A COMPETENT JURISDICTION TO BE INVALID.
7. TERM AND TERMINATION
- This Agreement shall be effective unless terminated under Subparagraph 7.2 or 7.3.
- Sony may terminate this Agreement immediately upon occurrence of any one of the following events and shall be entitled to receive from you compensation for any losses or damages incurred in connection therewith:
- you breach any of the covenants, obligations, terms or conditions hereunder; or
- you have filed or have been filed a petition for any proceeding under the provisions of any insolvency and bankruptcy laws or any laws relating to the relief of debtors.
- You may terminate this Agreement at any time for any cause whatsoever by giving Sony a written notice thereof.
- Paragraph 3, Paragraph 4, Paragraph 5, Paragraph 6, Subparagraph 7.4, Paragraph 8, Paragraph 9 and Paragraph 10 shall survive any termination of this Agreement.
8. DESTRUCTION OF SOFTWARE
In the event of the termination of this Agreement pursuant to Paragraph 7 above, within two (2) weeks of termination, you must destroy any and all of the Software and the Documentation together with all copies thereof.
9. EXPORT CONTROL
You shall not export or re-export, or cause or permit the export or re-export of, any of the Software, the Documentation and any and all information disclosed to you hereunder to any country or to any natural person or an entity in violation of the United States export control laws and regulations, Japanese foreign exchange and foreign trade control laws, regulations and ordinances (and other related laws, regulations and ordinances) as well as export control laws and regulations of any other applicable jurisdictions.
- This Agreement shall not be construed to provide you any right other than those rights explicitly provided to you under this Agreement.
- You may not assign, transfer or pledge, hypothecate or grant any security interest in any or all of your rights and obligations under this Agreement to any third party without Sony's prior written consent.
- In the event that any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such enforceable or invalid provision within the limits of applicable law or court decisions.
- Any failure or any delay by either party to enforce any provision shall not be deemed a waiver of future enforcement of that provision or any other provision. Waivers of any covenant, term or condition contained in this Agreement shall not be effective unless the waiver is in writing signed on behalf of the waiving party, and shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by either party hereto to or of any act by the other party hereto shall not be deemed consent or approval to or of any subsequent similar acts.
- This Agreement shall be governed by and construed in accordance with the laws of Japan.
- If any dispute between you and Sony arises with respect to any of the provisions of this Agreement or the interpretation thereof, you shall consult with Sony and attempt to resolve such dispute in good faith. In the event that you and Sony fail to resolve such dispute, all controversies and disputes arising out of or relating to this Agreement shall be submitted to the Tokyo District Court in Tokyo, Japan with jurisdiction as the court of first instance. The parties hereto agree that the judgment, decree or order rendered by a court of last resort or a court of lower jurisdiction from which no appeal has been taken in Japan shall be final and binding upon both parties.