Genetec SDK License Terms
Thank you for choosing Genetec products. This document (the “Agreement”) describes the terms and conditions under which Genetec Inc. (referred to as “Genetec”, “we”, “us” or “our”) enables its customer (either you as an individual, or as a dully authorized representative of the legal entity for the benefit of which you are agreeing to this Agreement and have the full power and authority to bind contractually, as applicable; referred to as “Licensee”) to access and use any of our software development kits and the associated software and services.
Please read this document carefully. This document constitutes a binding legal agreement between Licensee and Genetec and contains important information regarding the terms and the duration of the license to a Genetec software development kit, limitations of our liability and warranty disclaimers.
By clicking the acceptance button below, or by downloading, installing or using any Genetec software development kit, Licensee will be deemed to have accepted the terms of this Agreement and agreed to be bound by them. If Licensee does not accept the terms of this Agreement, Licensee may not install or use the Genetec software development kit.
Unless defined elsewhere in this document, the capitalized terms used in this document will have the meaning assigned to them below in this section.a. “API” means a software application programming interface made available by Genetec in respect of a Genetec Product which enables an Authorized Licensee Product to communicate with, exchange data, send commands or make calls to that Genetec Product using specified commands, functions or protocols.
b. “Application Form” means the application form available on the Genetec website, that needs to be completed and submitted by Licensee to request the SDK from Genetec. The purpose of the Application Form is to identify Licensee, the nature and the scope of the integration project for which Licensee is seeking access to the SDK, as well as to attest Licensee’s agreement with the terms of this Agreement. The Application Form submitted to Genetec by Licensee will form an integral part of this Agreement.
c. “Authorized Licensee Product” means an Integrated Licensee Product with respect to which Genetec has issued a Genetec part number enabling interconnectivity and interoperability of such Integrated Licensee Product with the relevant Genetec Product within the limits of the Definitive Integration Scope.
d. “Base Licensee Product” means any software or hardware product, or a cloud service, conceived, developed and made available by Licensee, whether alone or together with its licensors or other providers, that Licensee desires to connect with a Genetec Product.
e. “Code Sample” means any software code, whether in binary or source code form, made available by Genetec as part of the SDK to enable Licensee to interconnect the Base Licensee Product with a Genetec Product, which may include, but not limited to, software application modules, libraries, code snippets, objects, controls, development environments, test harnesses and scripts, debugging routines, and simulation or test response environments.
f. “Confidential Information” means any information that is either identified by the Disclosing Party as proprietary or confidential or that under the circumstances surrounding its disclosure or by its nature shall be understood to be proprietary or confidential by a reasonable person, regardless whether it was disclosed in writing, orally or otherwise. ‘Confidential Information’ includes, without limitation, all Genetec Product schematics, the content of the SDK (including all Code Samples and Documentation), reports, plans, designs, processes, know-how, lists, computer data, business, technical and other non-public information of the Disclosing Party. However, ‘Confidential Information’ excludes (a) information which is or becomes known to the public without breach of this Agreement; (b) information developed independently by the Recipient without use of Disclosing Party’s Confidential Information, as the Recipient may reasonably demonstrate; and (c) information which is rightfully received by the Recipient from a third party without restriction on disclosure and without breach of this Agreement.
g. “Definitive Integration Scope” means the definitive purpose and scope of the project as agreed to by Genetec in accordance with section 2.c below, that specifies the nature and the extent of the interconnectivity between the Base Licensee Product and the Genetec Product. The Definitive Integration Scope further covers the nature of the Base Licensee Product and interconnected Genetec Product, their respective core features, the extent of engineering and development activities undertaken by Licensee to create the Integrated Licensee Product using the SDK, Licensee’s desire to use the Integrated Licensee Product for internal purposes of the Licensee Organization (as defined below) or to make it available commercially to its customers, as well as any ancillary marketing activities to promote and make available the Authorized Licensee Product commercially, as the case may be.
h. “Disclosing Party” means the party to this Agreement that discloses Confidential Information to the Recipient.
i. “Documentation” means any documentation, guides, tutorials, reference manuals, flow charts, diagrams, specifications, instructions, product or feature descriptions or other technical documentation or information furnished by Genetec in connection with the SDK and/or a Genetec Product.
j. “Embedded Components” means any part of the SDK that has been embedded in or otherwise forms part of the Integrated Licensee Products following its integration with the Base Licensee Product.
k. “Genetec Product” means any software or hardware product, or a cloud service, conceived, developed and made available by Genetec, whether alone or together with its licensors or other providers, that Genetec generally makes available to its customers, and for the purpose of interconnection with which Genetec agrees to grant Licensee the rights and licenses to access and use the SDK under this Agreement.
l. “Genetec Software” means a Genetec Product that is a software application.
m. “Integrated Licensee Product” means any Base Licensee Product which has been adapted or otherwise modified using the SDK made available under this Agreement for interconnecting it with a Genetec Product. Integrated Licensee Product includes Embedded Components, if any.
n. “Intellectual Property” means, with respect to a party hereto, intellectual property owned by such party or licensed to such party outside of the scope of this Agreement, as of now existing or hereafter created or acquired, whether in tangible or intangible form, and whether registrable or not, including all patents, copyrights, trademarks, patent applications, patentable inventions, licenses, proprietary designs, works and know how, and all other trade secrets in whatever form or medium represented, expressed or embodied, including derivatives thereof whose existence or creation is materially dependent upon the same, and including the goodwill associated with any of the foregoing.
o. “Major Release” means a version of the Base Licensee Product which constitutes an upgrade, a major release or a new version of the Base Licensee Product, or which otherwise adds at least one new major functionality, feature or capability to the Base Licensee Product.
p. “Minor Release” means a version of the Base Licensee Product which constitutes an update, a patch, a fix or other minor release of the Base Licensee Product, or which otherwise does not add any major functionality, feature or capability to the Base Licensee Product.
q. “Provisional Integration Scope” means the purpose and scope of the project defined by Licensee in the Application Form, as provisionally accepted by Genetec as of the Effective Date (as defined below), that specifies the nature and the extent of the interconnectivity between the Base Licensee Product and the Genetec Product. The Provisional Integration Scope further covers the nature of the Base Licensee Product and interconnected Genetec Product, their respective core features, the extent of engineering and development activities undertaken by Licensee to create the Integrated Licensee Product using the SDK, Licensee’s desire to use the Integrated Licensee Product for internal purposes of the Licensee Organization (as defined below) or to make it available commercially to its customers, as well as any ancillary marketing activities to promote and make available the Authorized Licensee Product commercially, as the case may be.
r. “Recipient” means the party to this Agreement to whom the Confidential Information of the Disclosing Party is disclosed.
s. “SDK Core” means the main part of the SDK that Genetec generally makes available to Licensee under this Agreement.
t. “SDK Extension” means an additional content (which may be comprised of additional sets of APIs, Genetec Software, Code Samples, Documentation or other content, information and materials) that Genetec may optionally make available to Licensee, at Genetec’s absolute discretion, and which may give Licensee access to certain advanced features or capabilities generally not available as part of the SDK Core, as further described in this Agreement.
u. “SDK” means any Genetec software development kit (as updated or replaced from time to time by Genetec) made available to Licensee under this Agreement, and which may include APIs, Genetec Software, Code Samples, Documentation and other content, information and materials relevant for the interconnectivity between a Genetec Product and a Base Licensee Product. For the purpose of this Agreement, Standalone FOSS Components shall be deemed excluded from the definition of the term ‘SDK’, regardless whether the SDK package serves as a means of distribution of such Standalone FOSS Components for Licensee’s convenience.
v. “Standalone FOSS Component” means free or open source software, whether in binary, source code or any other form, conceived or developed by a third party, and that is either distributed with, referred by or otherwise forms part of the SDK, but does not form part of the Genetec Software made available as part of such SDK. For further clarity, the expression ‘Standalone FOSS Component’ excludes any free or open source software forming an integral part of a Genetec Software made available as part of the SDK (whether by being embedded or dynamically linked to such Genetec Software), and which is made available under the licensing terms that apply to the overall Genetec Software.
Use of the SDKa. Scope. Genetec makes available several SDK packages, the content and the capabilities of which vary. The description of features and capabilities of each SDK package is described in the applicable Documentation. This document governs the access and use of all of our SDK packages. Occasionally, we may also make available to Licensee, at our entire discretion, additional features or capabilities in the form of SDK Extensions to the SDK Core package obtained by Licensee. Access and use of any SDK Extension will be subject to the terms of this Agreement, just like it is the case for the SDK Core.
b. Provisional Integration Scope. In order to enable Licensee to get access to the SDK quicker, we may make available the SDK to Licensee based on the Provisional Integration Scope only. Unless Genetec expressly confirms to Licensee in writing that the scope of the project defined by Licensee in the Application Form is accepted by Genetec as being the Definitive Integration Scope, such description of the scope of the project defined by Licensee in the Application Form will remain as Provisional Integration Scope. Licensee’s privileges with respect to the SDK under the Provisional Integration Scope are limited to the evaluation of the SDK and its content, and to commencing the integration development and testing work only. Licensee acknowledges and understands that Genetec will not be bound by and has no obligation whatsoever to approve the Provisional Integration Scope as the Definitive Integration Scope, and Genetec may, at its absolute discretion and without justification, decline Licensee’s request for integration of the Base Licensee Product with a Genetec Product. As such, if Licensee chooses to commence any evaluation, development or testing work based on the Provisional Integration Scope, Genetec will not be liable to Licensee for any costs or other liabilities incurred by Licensee.
c. Definitive Integration Scope. In order for Genetec to authorize an integration project, Genetec needs to issue to Licensee a unique Genetec part number with respect to the Integrated Licensee Product in accordance with section 2.e below. Genetec part numbers are issued solely once the Definitive Integration Scope is defined in writing. Genetec may request Licensee to provide additional information regarding its intended integration scope so that Genetec may better assess Licensee’s intentions and expectations. Licensee agrees to share with Genetec without undue delay additional information as Genetec may reasonably request from Licensee to complete its assessment of Licensee’s request and define the Definitive Integration Scope. Once Genetec is satisfied with the information and assurances received from Licensee with respect to Licensee’s intentions and expectations, Genetec will confirm to Licensee the Definitive Integration Scope in writing. Genetec may approve the Definitive Integration Scope with conditions and restrictions, in which case Licensee must ensure to meet the appropriate conditions and respect all the restrictions identified by Genetec to obtain a Genetec part number for its Integrated Licensee Product. If the Definitive Integration Scope as defined by Genetec is not substantially similar to the Provisional Integration Scope, Licensee may request clarifications from Genetec within fifteen (15) days from the date of its receipt of the outline of the Definitive Integration Scope. If Genetec does not receive such a request from Licensee within that timeframe, then the parties will be bound by the Definitive Integration Scope as defined by Genetec.
d. Use of the Integrated Licensee Product. Use of the SDK for the purpose of interconnecting the Base Licensee Product with a Genetec Product does not generally need to undergo detailed validation and authorization by Genetec to enable Licensee to use the resulting Integrated Licensee Product for its internal business purposes (“Internal Use”), including that of Licensee’s affiliates, subcontractors and other related entities (the “Licensee Organization”). However, Licensee must submit its Integrated Licensee Product for approval following the process described below if Licensee desires to make available the Integrated Licensee Product to its customers or otherwise exploit the Integrated Licensee Product for any purpose other than for Licensee’s Internal Use (“Commercial Use”). If Licensee desires to make available its Integrated Licensee Product for Commercial Use, Licensee must submit its Integrated Licensee Product to Genetec for approval and registration to Genetec upon completion of the integration process done within the boundaries of the Definitive Integration Scope. Such submission must be accompanied by a detailed technical note describing the Integrated Licensee Product in sufficient detail to permit Genetec to validate that the integration has been performed within the limits of the Definitive Integration Scope and this Agreement, and in accordance with good industry standards.
e. Genetec Authorization. To enable interconnectivity and interoperability between the Base Licensee Product and a Genetec Product, Licensee must obtain from Genetec a valid part number. Part numbers are issued by Genetec solely on the basis of the Definitive Integration Scope. In the absence of a valid Genetec part number issued by Genetec to Licensee for the Integrated Licensee Product, Integrated Licensee Product may not be fully interconnectable and interoperable with the relevant Genetec Product. Upon receipt of the relevant information from Licensee, Genetec will review Licensee’s request, and, upon approval of such integration, Genetec will attribute a Genetec part number to the Integrated Licensee Product, subject to payment of the applicable registration and approval fees, as applicable. Upon the issuance of a Genetec part number, subject to section 4.e, the license granted under sections 3.a.ii and 3.a.iii with respect to the Embedded Components shall be deemed to be perpetual, and, subject to section 4.f below, will extend to all Minor Releases and Major Releases of the Authorized Licensee Product for as long as the Embedded Components remain unaltered as part of such future Minor Releases and Major Releases to the Authorized Licensee Product.
f. Access to SDKs and DAP Membership. Unless expressly stated otherwise with respect to a given SDK package, we do not charge our customers for access or use of our SDK. To access and use some of our SDKs (or certain of their features), Licensee may be required to create a Genetec Development Acceleration Program (“DAP”) Resource Center account, at dap.genetec.com. While certain resources available through the DAP Resource Center are free, certain features, options or information available there may require Licensee to procure a valid DAP membership subscription plan (each a “DAP Subscription”), for a fee. Certain subscription plans may require a minimum subscription commitment period, which will be identified at the time of subscription. Additional terms and conditions may apply to the access and use of the DAP Resource Center and the DAP Subscriptions. Licensee is responsible for its compliance with such additional terms.
g. Support by Genetec. Genetec provides no support with respect to the SDK under this Agreement. However, SDK support is available as part of certain DAP Subscription plans. Licensee may, therefore, need to procure a DAP Subscription to obtain support from Genetec. The scope of Genetec’s support obligations will depend on the DAP Subscription plan chosen by Licensee. Unless expressly stated otherwise in the terms and conditions applicable to DAP Subscriptions, Genetec’s commitment to provide support in relation to the SDK as part of any DAP Subscription will consist of using commercially reasonable efforts to assist Licensee with issues covered by the scope of support services included within the scope of Licensee’s then active DAP Subscription plan, in accordance with relevant Genetec Documentation.
h. Updates to the SDK. Genetec may, but has no obligation to, make available to Licensee updates, patches or other changes to the SDK during the Term of this Agreement. Any such updated version of the SDK will be deemed to be made available under and subject to the terms of this Agreement. It is understood that an older version of the SDK may not be compatible with the latest version of a Genetec Product. Therefore, Licensee will endeavour to always use the latest version of the SDK made available by Genetec under this Agreement. Licensee may find the latest version of the SDK by logging into the Genetec portal at gtap.genetec.com.
i. Correction of Issues. If Licensee identifies any issue with the SDK which is causing it materially deviate from the description outlined in the Documentation made available as part of that SDK, Licensee will notify Genetec in writing, and Genetec will then use commercially reasonable efforts to correct such issue and render the SDK conformant to the Documentation, provided that this Agreement is in effect. The commitment above is the only obligation of Genetec with respect to defects and bugs in the SDK.
j. Product Terms. To the extent that Genetec makes available any Genetec Product to Licensee in relation to this Agreement, Licensee agrees that access and use of such Genetec Product will be subject to separate terms and conditions under which Genetec generally agrees to license such Genetec Product to its customers (“Product Terms”). Licensee further agrees that the Product Terms will apply in addition to, and not in replacement of, the terms of this Agreement. Product Terms are available at www.genetec.com/legal, and may be updated from time to time by Genetec at its sole discretion.
Grant of Licenses, Intellectual Property and Ownershipa. Grant of Licenses. Subject to the terms and conditions of this Agreement, Genetec grants to Licensee a limited, non exclusive, non assignable, non transferrable and non sublicensable revocable worldwide royalty-free license to:
i. download, access and use the SDK during the Term of this Agreement to develop application modules, programs, services or utilities that interoperate in conjunction with Base Licensee Product to the extent and in a manner covered by the Definitive Integration Scope (or the Provisional Integration Scope until such time that the Definitive Integration Scope is defined in accordance with section 2.c above) by calling, responding to and exchanging data or commands as expressly defined in the relevant Documentation;
ii. to use and make use of the Authorized Licensee Product (including the Embedded Components, if any) perpetually (subject to the Genetec’s license revocation right) solely for legitimate internal business purposes of the Licensee Organization to the extent and in a manner covered by the Definitive Integration Scope;
iii. make available commercially, license and distribute copies of the Authorized Licensee Product (including the Embedded Components, if any) to Licensee’s customers perpetually to the extent and in a manner covered by the Definitive Integration Scope;
iv. to utilise the Genetec corporate logo and the logo of the Genetec Product with which Licensee desires to interconnect its Base Licensee Product (each a “Genetec Trademark”) solely to the extent required under section 3.e below, provided that Licensee uses such logos in full compliance with the Genetec branding guidelines made available to Licensee by Genetec from time to time, and solely within the limits of the Definitive Integration Scope; and
v. to use the SDK during the Term of this Agreement to maintain, fix and service any Integrated Licensee Product provided that Licensee remains in compliance with the terms of this Agreement and within the boundaries of the Definitive Integration Scope, including without limitation with the Definitive Integration Scope.
b. Use of Genetec Products. Genetec hereby further permits Licensee to install and use internally a limited number of copies of relevant Genetec Products made available to Licensee as part of or in relation to the SDK, during the Term of this Agreement, in accordance with the relevant Product Terms, solely for the purpose of developing, interconnecting, testing and supporting the Integrated Licensee Product to the extent required by the Definitive Integration Scope (or the Provisional Integration Scope until such time that the Definitive Integration Scope is defined in accordance with section 2.c above). For clarity, the copy of Genetec Product made available in relation to the SDK may have limitations and is not intended for Commercial Use. However, such limitations do not restrict Licensee’s ability to use it within the boundaries of the Definitive Integration Scope under this Agreement during the Term.
c. Trademark License Protections. The Genetec Trademarks mentioned above are trademarks of Genetec and may be registered in different countries. With respect to the license granted under section 3.a.iv above, Licensee agrees that through the Term of this Agreement and at all times thereafter, Licensee: (i) will not challenge Genetec’s ownership of such Genetec Trademarks or utilize or register identical trademarks or any similar name or mark anywhere in the world except in a manner expressly approved by Genetec in writing at its absolute discretion; (ii) will not use such Genetec Trademarks or any derivation thereof, anywhere in the world, unless they are identified in each instance as the exclusive property of Genetec; (iii) will provide reasonable assistance and cooperate with Genetec, upon Genetec’s request and at Genetec’s expense, in obtaining protection for such Genetec Trademarks; and (iv) will promptly and irrevocably assign (and hereby assigns) to Genetec any rights, title or interest in or to any Genetec Trademark that Partner may obtain or have under the applicable law as the result of its performance of activities under this Agreement during its Term.
d. Prohibited Use. The grant of licenses above is subject to the limitations and conditions outlined below in this section, and by using the SDK, Licensee represents and warrants to Genetec that it will at all times comply with these conditions. Genetec reserves the right to limit or suspend Licensee’s access or use of the SDK and/or any Genetec Product if we have reasonable grounds to believe that Licensee violates the limitations outlined below or any other material aspects of this Agreements, or accesses or uses the SDK (or any part thereof, including without limitation any Embedded Components) or any Genetec Product in a manner that is unlawful, fraudulent, abusive, or that otherwise violates the applicable law, including without limitation those pertaining to the privacy and property rights of others. Licensee understands that by doing so, we will not be liable to Licensee or any other person for any inconvenience, losses or damages whatsoever.
i. The licenses granted in this Agreement are provided with the understanding that the Integrated Licensee Product must add significant and primary functionality to the Embedded Components and/or the API, that the Integrated Licensee Product may not itself constitute a software development kit. Licensee may only access and use the SDK for its internal business purposes permitted under this Agreement, and not for distribution or resale.
ii. Licensee may not access or use the SDK to create products that may be considered by Genetec, acting reasonably and in good faith, to be competitive with any Genetec product or service existing as of the Effective Date. For clarity, this limitation will not apply to Licensee to the extent that Genetec expands its product offerings or business into a space competitive to the Definitive Integration Scope following the Effective Date, in which case Licensee will be permitted to continue using the SDK in accordance with this Agreement within the Definitive Integration Scope.
iii. Licensee may only use the SDK to the extent that such use is consistent with the Definitive Integration Scope. Licensee must seek validation from Genetec whether Licensee doubts whether its expected use of the SDK or the integration project will cause it to be incompatible with the Definitive Integration Scope or otherwise in breach of this Agreement.
iv. Licensee may not (and shall not encourage, assist or permit any other person to) modify, decompile, reverse engineer or otherwise tamper with the SDK or any Genetec Product made available in relation to the SDK (or any of their underlying technologies, systems, networks or services), in whole or in part, or create any derivative works of them or from them.
v. Except as expressly allowed herein, Licensee may not copy, sell, distribute, license or sub-license any SDK any Genetec Product made available as part of or in relation to the SDK, in whole or in part, except to the extent necessary for the purpose of this Agreement and always within the Definitive Integration Scope.
vi. Licensee must not engage in any activity with the SDK (or any part of it) that could interfere with, disrupt, damage or access in an unauthorized manner the security, servers, networks or other properties or services of any third party, including without limitation in a manner that would cause excessive messaging, network storms, network flooding, denial of service attacks, identity cloaking, spoofing, fishing, traffic redirecting or misdirecting traffic or data to any points beyond authorized recipients, republication, rebroadcasting, or duplication of data, or monitoring, tapping or surveillance of any information or data between endpoints.
vii. Licensee must not engage in any activity with SDK (in whole or in part) that is or could be perceived to be defamatory, discriminatory, harassing, intimidating or threatening, abusive, violent, profane, libelous, harmful or otherwise damaging or unlawful towards anyone.
viii. Licensee is responsible for the authentication, suitability and content of data created or transmitted from the Integrated Licensee Products.
ix. Licensee must protect all private and personal information and data of end customers of the Integrated Licensee Product to the extent that any information is sent, retrieved, or stored through the Embedded Components or the API in any electronic session. If the Integrated Licensee Product stores personal or sensitive user information, it must do so securely, at a level consistent with prevailing security practices, and at all times in a manner compliance with the applicable law.
x. Licensee will not to use the SDK as part of any product that is licensed under any terms that would (a) result in subjecting the SDK or any Genetec product, service or other Intellectual Property of Genetec to any copyleft or other ‘viral’ licensing provisions (such as, without limitation, made available under the GNU General Public License (GPL) or a Creative Commons Share Alike license) or otherwise require Genetec to distribute or otherwise make available its SDK or any Genetec product, service or other Intellectual Property of Genetec under license terms that have not been defined by Genetec, (b) require Genetec to make available the source code of its SDK or any Genetec product, service or other Intellectual Property of Genetec to the public or any third party entity, or (c) otherwise in any way restrict or condition Genetec’s rights, title or interest in and to the SDK or any Genetec product, service or other Intellectual Property of Genetec. Without limitation to any other provision in this Agreement, this Agreement, and all the licenses granted hereunder, shall be deemed to be automatically terminated without any prior notice or other formality immediately prior to any action of or on behalf of Licensee that are contrary to the terms outlined above in this section.
e. Licensee Commitments. By accessing and using the SDK, Licensee agrees as follows: (i) Licensee will include a copyright acknowledgement in a relevant location of the user interface of the Integrated Licensee Product (such as, for example, the ‘about’ menu) stating that such Integrated Licensee Product includes components developed and copyrighted by Genetec Inc.; (ii) where Licensee deems feasible, Licensee will endeavour to include the Genetec Trademark in a relevant location of the user interface of the Integrated Licensee Product; and (iii) Licensee will not remove, obscure, or alter any proprietary rights or license notices (including copyright and trademark notices) that may be affixed to or contained within the SDK or a Genetec Product.
f. User License Agreement. Licensee may make available its Integrated Licensee Product under such licensing terms as Licensee may deem appropriate, provided that they are compatible with the terms of this Agreement with respect to any Embedded Components. The license agreement under which Licensee intends to make available its Integrated Licensee Product shall extend to the Embedded Components the same protections as such license agreement extends to the remainder of the Integrated Licensee Product.
g. Archival Copies. Licensee may make a copy of the SDK for back-up, disaster recovery and testing purposes; provided that any such copies remain the exclusive property of Genetec, remain subject to the terms and conditions of this Agreement.
h. Genetec Property Rights. The SDK and all Genetec Products are protected by law, including all associated Intellectual Property rights in Canada, the United States and other countries. This Agreement does not convey to Licensee any ownership in or constitute a sale of any rights to the SDK or any other Intellectual Property of Genetec. Genetec, together with its licensors, will remain the sole owner of all rights, title and interest in and to any and all Intellectual Property of Genetec (including without limitation the SDK, all Embedded Components, the Genetec Trademarks and any Genetec Products made available by Genetec as part of or in relation to the SDK), together with all modifications and derivative works to the foregoing, as well as the goodwill associated therewith, regardless of any use of the words ‘purchase’, ‘sale’ or the like in this Agreement, our websites or any Documentation.
i. Licensee Property Rights. Licensee, together with its licensors, will remain the sole owner of all rights, title and interest in and to any and all Intellectual Property of Licensee (including without limitation the Base Licensee Product), together with all modifications and derivative works to the foregoing, as well as the goodwill associated therewith, excluding however the Embedded Components and any other Intellectual Property of Genetec.
j. Standalone FOSS Components. The provisions outlined in this Agreement do not apply with respect to any Standalone FOSS Component that is made available by Genetec as part of the SDK, and download, access and use of such Standalone FOSS Component is subject to the applicable licensing terms made available by the owners or the licensors of such Standalone FOSS Component. Genetec makes no representations and grants no warranties whatsoever with respect to any such Standalone FOSS Components, and any and all representations and warranties on such Standalone FOSS Component shall be those made by the respective owners or licensors of such Standalone FOSS Components.
Term and Terminationa. Term. The Agreement will become effective as of the date of Genetec’s acceptance of Licensee’s Application Form, whether in writing or automatically by making available such SDK for download by Licensee (the “Effective Date”) and will remain in full force and effect for one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for additional successive one (1)-year terms (each a “Renewal Term”; and collectively with the Initial Term and all Renewal Terms referred to as the “Term” of this Agreement) unless either party provides a written non renewal notice to the other party at least thirty (30) days prior to the expiration date of the Initial Term or of the then current Renewal Term (as applicable), unless this Agreement terminates earlier in accordance with its terms.
b. Termination for Convenience. The Agreement may be terminated at any time by either party for convenience by giving to the other party at least thirty (30) calendar days’ prior written notice. Such termination will be effective as of the date stated in the termination notice.
c. Termination for Breach. Either party may terminate this Agreement by written notice if the other party breaches any provision of this Agreement and does not remedy such breach within fifteen (15) calendar days after written notice thereof is given (unless such breach may not be cured due to its nature, in which case no advance notice shall be required). Such termination will be without prejudice to any other rights that the terminating party may have under this Agreement or at law.
d. Termination for Insolvency. Genetec may terminate this Agreement with written notice and without prejudice to any other rights of Genetec hereunder, to the extent permitted under the applicable law, in the event that the Licensee files a petition for voluntary or involuntary bankruptcy, becomes insolvent, fails to pay its debts as they become due, makes an assignment for the benefit of its creditors or, being a company, goes into liquidation (other than for the purposes of reconstruction or amalgamation), or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
e. Effect of Termination for Breach by Licensee. If Genetec terminates this Agreement in accordance with section 4.c above, then (i) the part number(s) issued by Genetec with regards to any Authorized Licensee Product under this Agreement will be immediately decommissioned by Genetec so that such Integrated Licensee Product will no longer be interoperable or interconnectable with the relevant Genetec Products; (ii) all licenses granted under this Agreement will immediately terminate, regardless of any references to such licenses being issued on a perpetual basis; (iii) Licensee must immediately cease using the SDK and all Genetec Products made available in relation to the SDK, and return or destroy them without undue delay, and in any case within thirty (30) days from such termination; (iv) without undue delay, and in any case within thirty (30) days from such termination, cause all customers of the Integrated Licensee Product used within the Licensee Organization to stop using, uninstalling and deleting copies of such Integrated Licensee Product; and (v) Licensee must submit to Genetec a written certification confirming the above, to be signed by a duly authorized representative of Licensee without undue delay, and in any case within thirty (30) days from such termination. Additionally, if such termination results from Licensee’s breach of section 3.d above, then Genetec may require Licensee to further use all reasonable efforts to direct all third party customers having been provided a copy of the Integrated Licensee Product for Commercial Use to stop using, uninstall and delete all copies of such Integrated Licensee Product.
f. Effect of Other Termination. In the event of termination of this Agreement, except upon termination in accordance with section 4.c on grounds outlined in section 4.e above, Licensee will be allowed to continue using the SDK in accordance with the terms of this Agreement for the purpose of and to the extent necessary for: (i) making available, supporting, maintaining and otherwise using or allowing use of the latest release of the Authorized Licensee Product made available prior to the termination of this Agreement (the “Last Authorized Licensee Product Version”); and (i) developing, making, making available, supporting, maintaining and otherwise using or allowing use of Minor Releases to the Last Authorized Licensee Product Version; in both cases until Licensee discontinues such Last Authorized Licensee Product Version (including any associated Minor Releases), at its sole discretion. For clarity, regardless of the termination of this Agreement, Licensee will remain bound by the terms of this Agreement with regards to Licensee’s continued access and use of the SDK for the purpose of the above.
g. General Effect of Termination. Subject to sections 4.e and 4.f above, in the event of termination of this Agreement, (i) all licenses granted to Licensee under this Agreement will immediately terminate; (ii) the Licensee will no longer have the right to use the SDK to develop, make or otherwise make available Major Releases to the Last Authorized Licensee Product Version; (iii) each party shall immediately cease using, and promptly return or destroy, at the other party’s discretion, all of the other party’s property in its possession or under its control.
h. Survival. Notwithstanding any such termination, the sections which by their nature shall survive the termination of this Agreement will survive its termination, including without limitation sections 1, 3.d, 3.a.ii, 3.a.iii, 4.e, 4.f, 4.g, 4.h, 5, 6 and 7.
Confidentialitya. Confidential Information. All Confidential Information that the Disclosing Party may furnish to the Recipient under this Agreement, shall remain the property of the Disclosing Party. The Recipient is permitted to use the Disclosing Party’s Confidential Information exclusively for the purpose of this Agreement, under the following conditions: all Confidential Information (i) shall be used by the Recipient only to the extent necessary for it to fulfil its obligations under this Agreement; (ii) shall be protected from unauthorized use and disclosure through appropriate technical, operational and other safeguards that the Recipient uses to protect its own confidential information of similar nature, and in any case using, at the minimum, a reasonable degree of care; and (iii) shall, together with any copies thereof, be returned or destroyed when no longer needed. Unless the Disclosing Party consents in writing, its Confidential Information must at all times be kept by the Recipient in confidence. The Recipient may disclose the Disclosing Party's Confidential Information to any third party with the Disclosing Party's written authorization, but only to the extent required for the purpose of this Agreement, and further provided the third party agrees in writing to conditions respecting use of the Disclosing Party's Confidential Information that are no less restrictive that those set out in this Agreement.
b. Coverage. The parties agree to hold each other's Confidential Information in confidence during the Term of this Agreement and for five (5) years after its termination, save for any information that constitutes a trade secret, which will remain confidential until it ceases to qualify as a trade secret under the applicable law.
c. Return. Upon request from the Disclosing Party, and in all cases upon the termination of this Agreement, the Recipient will immediately cease using the Disclosing Party’s Confidential Information, and at the Disclosing Party’s option promptly return or destroy all copies of such Confidential Information. The above does not, however, prevent a party from preserving such records as may be required to ensure its compliance with the applicable law, provided that such Party will remain bound by these confidentiality obligations for as long as it retains copies of the other party’s Confidential Information.
Warranties, Limitation of Liability and Indemnificationa. Licensee Promises. By accessing or using the SDK or any Genetec Product made available in relation to the SDK, Licensee represents and warrants to Genetec that: (i) Licensee possesses and will maintain throughout the Term of this Agreement (and to the extent relevant for the purpose of the licenses granted under sections 3.a.ii and 3.a.iii above, at all times after the Term) all necessary permissions and authorizations to access and use the SDK in a manner described in this Agreement; (ii) Licensee’s access and use of our SDK (including, where applicable, download, installation and use of any Genetec Products) must be made in compliance with all applicable laws, including, without limitation, those pertaining to privacy, data security, intellectual property rights, and exports and imports controls; (iii) Licensee will not use the SDK for any purposes other than as permitted under this Agreement and solely to the extent covered by the Definitive Integration Scope; and (iv) Licensee will fully cooperate with Genetec to investigate any suspected or actual use of the SDK, in whole or in part, in violation of this Agreement or the applicable law.
b. Compliance with Laws. Licensee may access and use the SDK only in the country in which we make it available to Licensee. Licensee is prohibited from downloading, accessing and/or using any SDK, in whole or in part, in any territory that is under an embargo by Canada or the United States. Licensee is responsible for determining if and how Licensee needs to comply with the applicable law, and if Licensee needs to obtain any authorizations, consents or other approvals before Licensee accesses or uses our SDK or any Genetec Product, in whole or in part.
c. Disclaimer of Warranties. Licensee acknowledges that the SDK is provided ‘as is’ and ‘as available’. To the maximum extent permitted by law, Genetec makes no representations and gives no warranties with regards to the SDK (including without limitation any Genetec Products, APIs, Code Samples, Documentation, FOSS components and any other SDK content). Genetec further expressly disclaims all warranties of security, quality, availability, merchantability, non infringement, absence of defects, uninterrupted operation or use, or fitness for a particular purpose. Genetec does not endorse or approve any content shared by any third party through the DAP Resource Center, all of which is solely made available by Genetec through the DAP Resource Center for Licensee’s convenience and general informational and idea sharing purposes, and Genetec expressly disclaims any and all representations and warranties with respect to such content.
d. Indemnification by Genetec. Genetec agrees to defend Licensee against or settle any demands, claims, causes of action, suits and proceedings (each a “Claim”) against Licensee brought by an independent third party alleging that the SDK (including the Embedded Components, but excluding any Standalone FOSS Components), infringes or misappropriate the Intellectual Property rights of such third party, and Genetec agrees to indemnify and hold harmless Licensee from any damages, fees and costs awarded against Licensee, or the amounts payable by Licensee under a settlement approved by Genetec in writing, as a result of such Claim against Licensee, provided that Licensee promptly gives Genetec a written notice of such Claim, gives Genetec sole control of the defense or settlement of the Claim (provided that Licensee shall first approve in writing to any settlement under which Licensee is required to admit to any wrongdoing or to pay any monies, which approval shall not be unreasonably withheld, delayed or conditioned), and provides Genetec with all reasonable assistance at Genetec’s expense. In the event of any such infringement or misappropriation Claim brought or threatened against Licensee, Genetec may, at its option: (i) obtain for Licensee the right to continue to use the SDK; (ii) replace or modify the SDK so it becomes non infringing; or (iii) if Genetec determines at its discretion that the solutions described under items (i) and (ii) are not reasonably practicable, then Genetec may terminate this Agreement pursuant to section 4.b.
e. Indemnification by Licensee. Licensee agrees to defend Genetec against or settle any Claims against Genetec brought by an independent third party alleging that the Base Licensee Product, Integrated Licensee Product or the Authorized Licensee Product infringe or misappropriate any Intellectual Property rights of such third party, to the extent that such infringement does not arise from any part of the SDK or the Embedded Components used in such licensee product, and Licensee agrees to indemnify and hold harmless Genetec from any damages, fees and costs awarded against Genetec, or the amounts payable by Genetec under a settlement approved by Licensee in writing, as a result of such Claim against Genetec, provided that Genetec promptly gives Licensee a written notice of such Claim, gives Licensee sole control of the defense or settlement of the Claim (provided that Genetec shall first approve in writing any such settlement, which approval shall not be unreasonably withheld, delayed or conditioned), and provides Licensee with all reasonable assistance at Licensee’s expense.
f. Exclusion of Indirect Damages. Except for the parties’ respective confidentiality and indemnity obligations under this Agreements, and the warranties made hereunder, to the maximum extent permitted under the applicable law, neither party shall be liable to the other party for any special, exemplary, indirect, incidental, consequential or punitive damages, regardless of the theory of action. In no event shall Genetec be liable to Licensee for any lost profits, lost business revenue, lost goodwill, business interruption, other economic loss or any loss or corruption of data, or for any costs or expenses associated with backing up or restoring any of such data, even if Genetec has been advised or should have been aware of their possibility.
Generala. Contact Information. Licensee shall send any questions related to licensing, certificates, part numbers, as well as any technical or other product-related inquires, to [email protected] For all legal notification purposes in relation to this Agreement, Licensee shall write us at: Genetec, 2280 Alfred-Nobel Blvd., Montreal, QC, H4S 2A4, Canada, c/o Legal Department, or at [email protected] If we need to contact Licensee for matters related to this Agreement, we will use the contact information that Licensee will have provided to us as part of the Application Form. Licensee shall promptly advise us of any changes to Licensee’s contact information. All notices will be deemed delivered on the date shown on the postal receipt, or on the courier, facsimile or electronic mail confirmation of delivery.
b. Independent Contractors. The relationship between Genetec and Licensee is that of independent contractors acting for their own account. Nothing in this Agreement is intended to create any enterprise, partnership, joint venture or other similar relationship between Genetec and Licensee. Subject to Genetec’s confidentiality obligations under this Agreement, nothing in this Agreement limits Genetec’s ability to independently develop products, services, functions and improvements that may be substantially similar or competitive in nature, use, function or operation to the products, services, functions and improvements of Licensee, including without limitation the Base Licensee Product.
c. Modifications to this Agreement. We reserve the right to make changes to this Agreement by sending Licensee an email to that regard at the email address provided by Licensee in the Application Form (or such other email address as Licensee directs us to use from time to time in accordance with section 7.a above). The revised Agreement will become effective and apply to Licensee within sixty (60) days from Genetec’s communication of the email to Licensee advising Licensee of such changes. If Licensee disagrees with the terms of the revised Agreement, Licensee may terminate this Agreement in accordance with section 4.b above.
d. Waiver: Any failure by either party to fully enforce any of its rights under this Agreement shall not affect the right to require such performance from the other party at any time thereafter; nor shall any failure or delay in enforcing any right or privilege by a party under this Agreement be interpreted as a waiver of such right or privilege by such party.
e. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law, that provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law. In any case, that provision will remain in full force and effect in all other jurisdictions, as applicable. Moreover, the remaining provisions of this Agreement will remain in full force and effect.
f. Transfer of this Agreement. Neither party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any person or entity, in whole or in part, without the other party’s prior written consent. Any attempted assignment or transfer by Licensee in violation of this requirement will automatically terminate this Agreement in accordance with section 4.c above.
g. Applicable Law and Forum. For the purpose of this section, if the address of Licensee’s principal place of business is located (i) in Canada, then the term “Governing Laws” used below in this section shall mean “the laws of the Province of Quebec, Canada”, and the term “Forum” shall mean “Montreal, QC, Canada”; (ii) in the United States of America, countries of Latin America or the Caribbean, then the term “Governing Laws” shall mean “the laws of the State of New York, USA”, and the term “Forum” shall mean “New York City, NY, USA”; or (iii) anywhere else in the world, then the term “Governing Laws” shall mean “the laws of England and Wales, UK”, and the term “Forum” shall mean “London, UK”. The parties hereby agree that the Governing Laws (defined above), with the exception of any conflict of laws principles, will apply to interpret this Agreement, as well as to resolve any disputes related to them or the SDK provided hereunder. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party hereby irrevocably and unconditionally waives the right to a trial by jury. All disputes must be brought exclusively before the courts based in the Forum (defined above). However, this does not restrict either party from seeking injunctive or other equitable relief in any other jurisdiction in case of any violation, breach or infringement of its rights related to intellectual property or confidentiality in that jurisdiction.
h. U.S. Government Users. If Licensee is an entity of the U.S. Government, or if this Agreement otherwise become subject to the Federal Acquisition Regulations (FAR), the Defense Federal Acquisition Regulations (DFARS) or similar regulatory regimes, Licensee acknowledges that our SDK and any software and documentation provided in association with it (including without limitation any APIs, Genetec Products, Code Samples and Documentation) are “commercial items” in accordance with the applicable regulations.
i. Entire Agreement: This Agreement constitute the entire agreement between Licensee and Genetec with regards to the subject matter hereof and supersede any other prior and contemporaneous oral and written communications and agreements. This Agreement shall inure to the benefit of the successors and assigns of the parties and will be binding upon the successors and assigns.
j. Drafting Language. [Applicable Only in the Province of Quebec, Canada] The parties have expressly requested that this Agreement and all associated documents be drafted in English only. Les parties ont expressément demandé que cette entente et tout document y afférent soient rédigés en langue anglaise seulement.