DevKit™ Terms Of Use

ARRAYENT TERMS OF USE
ARRAYENT, INC. (“ARRAYENT”) IS ONLY WILLING TO PROVIDE ACCESS TO THE ARRAYENT INTERNET‐CONNECT CONFIGURATOR AND UTILITY TOOL (“SITE”)
AND LICENSE THE ARRAYENT SOFTWARE DEVELOPMENT KIT, RELATED AND PRINTED DOCUMENTATION, AND THE CONFIGURATOR AND UTILITY TOOL
WEBSITES (COLLECTIVELY, “SDK”) PURSUANT TO THESE TERMS OF USE (“AGREEMENT”). BY CLICKING ON THE “ACCEPT” BUTTON, DOWNLOADING,
INSTALLING, COPYING, ACCESSING OR OTHERWISE USING THE SITE OR THE SDK, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND DO
NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE SDK OR THE SITE AND YOU WILL NOT HAVE ANY LICENSE TO USE THE SDK OR THE SITE.
ARRAYENT’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE
EXCLUSION OF ALL OTHER TERMS.
BY CLICKING “ACCEPT” YOU ACKNOWLEDGE AND AGREE ON BEHALF OF YOURSELF AND ANY ENTITY ON WHOSE BEHALF YOU ARE USING THE SITE AND
THE SDK (EACH A “LICENSEE”) TO BE BOUND TO THIS AGREEMENT. YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON ANY
SUCH ENTITY’S BEHALF.
ARRAYENT ENCOURAGES LICENSEE TO READ THIS AGREEMENT CAREFULLY AND ASSESS ITS USE OF THE SITE AND THE SDK PRIOR TO ACCESSING,
DOWNLOADING, INSTALLING OR USING THE SDK OR THE SITE.
1. SDK License.
1.1 Subject to the terms of this Agreement, Arrayent grants to Licensee a limited, worldwide, royalty‐free, non‐assignable and non‐exclusive license to
use the SDK solely to (i) permit those employees of Licensee to whom developer credentials are issued to reproduce and use the SDK; (ii) embed the Arrayent
gateway code (“Embedded Code”) into RF modules of the Licensee products and software (“Licensee Product”); (iii) demonstrate, test and evaluate the
Licensee Product; and (iv) use the SDK for internal reference to provide customer support to end users of the Licensee Product. This Agreement does not
grant Licensee any right or license to market, sell, offer to sell, license, distribute or otherwise commercialize or exploit any Licensee Product containing the
Embedded Code; Licensee must enter into a separate distribution and service agreement with Arrayent for such purposes.
1.2 Licensee acknowledges and agrees that Arrayent or its licensors own all legal right, title and interest in and to the SDK, including any Intellectual
Property Rights that subsist in the SDK. "Intellectual Property Rights" means any and all patent rights, copyright rights, trade secret rights, trademark rights,
mask work rights, or other proprietary rights. All rights not expressly granted herein are reserved to Arrayent and no licenses are granted hereunder by
implication or estoppel. In addition, nothing in this Agreement shall be deemed to authorize Licensee to use Arrayent’s trademarks or trade names in any
manner and Licensee shall not use any such trademarks or trade names in its advertising, marketing, promotional, sales or related materials.
1.3 Except as specifically permitted herein, Licensee shall not (i) copy, modify, create any derivative work of, or include in any other software the SDK
or any portion thereof; (ii) use the SDK for any commercial purpose not expressly permitted herein or (iii) reverse assemble, decompile, reverse engineer or
otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the SDK, except as specifically authorized in
writing by Arrayent or to the extent such prohibitions are unenforceable under applicable statutory law.
1.4 Licensee acknowledges and agrees that the form and nature of the SDK that Arrayent provides may change without prior notice to Licensee and
that future versions of the SDK may be incompatible with Licensee Products developed using previous versions of the SDK. Licensee acknowledges and
agrees that Arrayent may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to Licensee or to users generally at Arrayent’s
sole discretion, without prior notice.
1.5 Licensee will not, directly or indirectly, remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that
may be affixed to or contained within the SDK. Licensee shall ensure that any Licensee Products containing any Embedded Code contain all proprietary
notices in the same manner that Arrayent incorporates such notices in the SDK or in any manner reasonably requested by Arrayent.
1.6 Arrayent may, in its discretion, incorporate into the SDK or otherwise use, any Licensee suggestions for correction or modification to the SDK and
other feedback, information and reports provided to Arrayent.
2. Use of the SDK.
2.1 Arrayent agrees that it obtains no right, title or interest from Licensee under this Agreement in or to any Licensee Products developed using the
SDK, including any Intellectual Property Rights that subsist in those Licensee Products, except that Arrayent retains any and all Intellectual Property Rights in
and to any Embedded Code from the SDK that is included in such Licensee Products.
2.2 Licensee agrees that Licensee will not, directly or indirectly, engage in any activity with the SDK, including the development or distribution of a
Licensee Product, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of
any third party including, but not limited to, Arrayent.
2.3 Licensee agrees that Licensee is solely responsible for (and that Arrayent has no responsibility to Licensee or to any third party for) any breach of
Licensee’s obligations under this Agreement, any applicable third party agreement, or any applicable law or regulation, and for the consequences (including
any loss or damage which Arrayent or any third party may suffer) of any such breach.
2.4 Licensee agrees not to assert any patent rights necessary to implement the SDK in any product or service against Arrayent, its customers,
distributors, contractors, or other licensees of the SDK for making, using, selling, offering for sale, or importing any products incorporating or created using
the SDK.
2.5 If any user of the SDK is an agency, department or other entity of the United States Government, the use, duplication, reproduction, modification,
release, disclosure or transfer of the SDK is restricted in accordance with FAR 12.212 for civilian agencies and DFAR 227.7202 for military agencies. The SDK is
commercial computer software and the documentation is commercial computer software documentation. The use of the SDK is further restricted in
accordance with the terms of this Agreement.
3. Use of SITE.
3.1 Subject to the terms and conditions of this Agreement, Licensee may access and use the functionality of the SITE solely to (i) develop, test and
evaluate Licensee Products; and (ii) access, use and participate in the knowledge bases, user forums and support features of the SITE.
3.2 Several activities on the SITE and use of the SITE require developer credentials. Licensee understands and agrees that if Licensee’s developer
credentials are used on the SITE, Arrayent may attribute all use to Licensee. Licensee agrees to protect its developer credentials as confidential information.
3.3 As a condition to use of the SITE, Licensee represents, warrants and covenants to Arrayent that it will not:
 Use the SITE for any purpose that is unlawful or prohibited by this Agreement.
 Attempt to access any service or area of the SITE that Licensee is not authorized to access.
 Use any robot, spider, scraper or other automated means or interface not provided by Arrayent to access the SITE.
 Do anything to bypass or circumvent measures employed to prevent or limit access to any area, content or code of the SITE.
 Transmit any message, information, data, text, image or other material that is unlawful, harmful, threatening, abusive, harassing, tortious,
defamatory, vulgar, profane, bigoted, obscene, hateful, racist, or otherwise objectionable, or that may be invasive of another’s privacy.
 Upload files or post messages that contain photos, software or other material protected by intellectual property laws, rights of privacy or publicity
or any other applicable law, unless Licensee owns or controls the rights thereto or have received all necessary consents.
 “Spam”, or post or transmit unsolicited advertising, junk mail, chain letters, pyramid schemes, or other form of solicitation.
 Solicit login information or access an account belonging to another user or create an account for another user.
 Post any materials (including software and other information) that could harm (or are designed to harm) other users’ computers (e.g., viruses) or
would allow others to inappropriately access software or websites or cause damage to the SITE.
 Use the SITE in any manner which could damage, disable, overburden or impair the SITE or interfere with any other party’s use and enjoyment of
the SITE or otherwise take any action which might impose a significant burden (as determined by Arrayent) on the SITE infrastructure.
 Interfere with the ordinary operation or mission of the SITE or services.
 Fail to abide by any policies posted on the SITE.
3.4 Arrayent has the right to immediately delete any content (or part thereof) made available by Licensee that violates any of the restrictions set forth
in this Agreement (in particular content that is offensive or violates the Intellectual Property Rights of another person or entity) without notice.
4. Upgrades and Support.
4.1 Arrayent may, in its sole discretion, update the SDK and if such updates are made commercially available by Arrayent partners generally during the
Term of this Agreement, Arrayent shall make such updates available to Licensee upon Licensee’s reasonable request. The terms and conditions of this
Agreement shall apply to any such updated SDK or portions thereof.
4.2 Licensee may submit a request for support or report any SDK problem or error 24 hours per day by sending an email to Arrayent. Support requests
to Arrayent should be sent to support@arrayent.com. If it is determined that a reported reproducible material error in the SDK exists and significantly
impairs the usability and utility of the SDK, commercially reasonable efforts will be used to provide a workaround solution or correct the problem in an
upcoming maintenance release or update, which are made available at certain times at Arrayent’s sole discretion.
4.3 Arrayent shall have no obligation to support the Licensee Product customers and Licensee shall make no warranties (for support or otherwise) on
Arrayent’s behalf. Further, upon reasonable request by Arrayent, Licensee shall (i) contribute improvements to documentation of the SDK for the sole
purpose of developing a test plan for Licensee Products implementing the Embedded Code and (ii) provide Arrayent with a reasonable number of samples of
the Licensee Product (which includes the implementation of the SDK) and participate in solution testing with Arrayent of the Licensee Product (which
includes the implementation of the SDK).
5. Information Collected.
5.1 In order to continually innovate and improve the SDK, Arrayent may collect certain usage statistics from the SDK and the SITE including but not
limited to unique identifiers, associated IP address, version number of the SDK, and information on which tools and/or services in the SDK are being used and
how they are being used.
6. Term and Termination.
6.1 Unless earlier terminated as set forth below, this Agreement and the rights and obligations granted herein shall commence on issuance of the
developer credentials by Arrayent and shall continue for a period of two (2) year thereafter (“Term”). This Agreement shall automatically expire at the end
of the Term unless renewal developer credentials are issued prior to the expiration of the Term.
6.2 Licensee may terminate this Agreement by ceasing use of the SDK, the SITE and any relevant developer credentials.
6.3 This Agreement and the licenses granted herein will immediately and automatically terminate (i) if Licensee breaches any provision of this
Agreement; or (ii) if Licensee becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement or comparable
proceeding.
6.4 Upon any termination or expiration of this Agreement, Licensee shall (i) discontinue all use of the SDK and the SITE, (ii) immediately destroy or
erase all copies of the SDK, and (iii) return or destroy all Arrayent Confidential Information (defined below). Sections 1.2, 1.3, 1.5, 6.4, and 8 through 14 shall
survive any termination or expiration of this Agreement.
7. Payment.
7.1 Prior to Arrayent issuing developer credentials, Licensee shall pay Arrayent’s then‐current fees for use of the SDK for the Term of this Agreement.
8. Confidentiality.
8.1 Licensee acknowledges that the SDK, information relating to the SDK and/or Arrayent, results derived from or methodology employed by Licensee
in using the SDK, including benchmarking, and the results of any such use, are the confidential and proprietary information of Arrayent (“Confidential
Information”). In no event will Licensee reproduce, publish, disclose or use any Confidential Information other than as expressly permitted herein.
9. Disclaimer.
9.1 THE SDK AND THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM ARRAYENT.
9.2 USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS AT LICENSEE’S OWN DISCRETION AND RISK
AND LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM
SUCH USE. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE USE, SELECTION, QUALITY AND PERFORMANCE OF THE SDK AND THE SITE.
10.3 WITHOUT LIMITING THE FOREGOING, ARRAYENT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT, TITLE, ACCURACY, OR
THAT USE OF THE SDK OR THE SITE WILL BE UNINTERRUPTED OR ERROR‐FREE, AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE IN TRADE.
10. Limitation of Liability.
10.1 ARRAYENT SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER TORT, CONTRACT, STRICT LIABILITY OR
ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY
CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, DATA OR PROFIT, INTERRUPTION OF USE, STOPPAGE OF OTHER WORK,
IMPAIRMENT OF OTHER ASSETS OR COMPUTER FAILURE OR MALFUNCTION; (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR
SERVICES; (III) FOR ANY MATTER BEYOND ARRAYENT’S REASONABLE CONTROL; OR (IV) FOR ANY DAMAGES IN EXCESS OF THE TOTAL AMOUNT OF FEES PAID
TO ARRAYENT PURSUANT TO THIS AGREEMENT IN THE PREVIOUS TWELVE (12) MONTHS, EVEN IF ARRAYENT OR ITS LICENSORS SHALL HAVE BEEN
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Indemnification.
11.1 To the maximum extent permitted by law, Licensee agrees to defend, indemnify and hold harmless Arrayent and its 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 (i) use of the SDK or the SITE, (ii) any Licensee Product developed using the SDK, and (iii)
any non‐compliance by Licensee with this Agreement.
12. Changes to the Agreement.
12.1 Arrayent may make changes to the Agreement as it distributes new versions of the SDK or updates the SITE. When these changes are made,
Arrayent will make a new version of the Agreement available on the website where the SDK is made available.
13. Miscellaneous.
13.1 This Agreement constitutes the entire legal agreement between Licensee and Arrayent and governs Licensee’s use of the SDK and the SITE
(excluding any services which Arrayent may provide under a separate written agreement), and completely replaces any prior agreements between Licensee
and Arrayent in relation to the SDK and the SITE. The headings to the sections of this Agreement are used for convenience only and shall have no substantive
meaning.
13.2 Any waivers shall be effective only if made in writing executed by duly authorized representatives of both parties. Arrayent’s failure to enforce any
provision of this Agreement shall not be deemed a waiver of such provision.
13.3 If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be limited or eliminated to the
minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.
13.4 Licensee acknowledges and agrees that due to the unique nature of the SDK, there can be no adequate remedy at law for any breach of its
obligations hereunder, that any such breach may allow Licensee or third parties to unfairly compete with Arrayent resulting in irreparable harm to Arrayent,
and therefore, that upon any such breach or threat thereof, Arrayent shall be entitled to injunctions and other appropriate equitable relief in addition to
whatever remedies it may have at law.
13.5 This Agreement is not intended to nor shall it be construed as a joint venture, association, partnership or other form of business or agency
relationship.
13.6 THE SDK MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. LICENSEE MUST COMPLY WITH ALL DOMESTIC AND
INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END
USE.
13.7 The rights granted in this Agreement may not be assigned or transferred by Licensee without the prior written approval of Arrayent, and any such
attempted assignment or transfer shall be void and without effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective permitted successors and assigns.
13.8 This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Licensee and Arrayent agree to submit to the exclusive
jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from this Agreement.
13.9 All notices hereunder shall be in writing, in English, effective upon receipt and shall be sufficient only if personally delivered, delivered by confirmed
email, a major commercial rapid delivery courier service or mailed by certified or registered mail, return receipt requested; if to Arrayent, to the address
indicated below or if to Licensee to the address set forth in the developer credentials, each as amended by notice pursuant to this subsection.
14. Acknowledgment.
14.1 Licensee acknowledges and agrees that it has read and understands this Agreement and that this Agreement has the same force and effect as a
signed agreement.
Arrayent, Inc.
2317 Broadway Street #140
Redwood City, CA 94063