2.1.Registration. To access the SDK, each Licensee must register for an account on the Viablegrid website. Licensee agrees that all information provided at the time of account registration, including without limitation, contact information, billing information, and the description of the Licensee’s Apps, is accurate, and that Licensee will keep it accurate and up-to-date at all times. Licensee is solely responsible for maintaining the confidentiality of Licensee’s account and password, and Licensee accepts responsibility for all activities that occur under Licensee’s account. If Licensee believes that Licensee’s account is no longer secure, then Licensee must immediately notify Viablegrid at email@example.com.
2.2.License Grant. Subject to the terms of this Agreement, Viablegrid hereby grants to Licensee a non-exclusive, personal, revocable, nontransferable, limited right and license, during the Subscription Term and subject to any applicable Usage Limitations, to (i) use the Licensed Materials internally in connection with integrating the Licensed Software into the Apps; (ii) to use and prepare derivative works of the source code included with the Licensed Software for the sole purpose of integrating the Licensed Software into the Apps, and (iii) use, reproduce and redistribute, in executable form only and only as incorporated into the Apps, the Licensed Software (and any modifications thereto made by Licensee in accordance with (ii) above). Licensee may exercise its distribution rights granted pursuant to Section 2.2(iii) above through the use of third party distributors and resellers (collectively, “Distributors”), provided that such Distributors are bound in writing to provisions and restrictions that appropriately protect Viablegrid and its rights in the Licensed Software and Licensed Materials. Licensee agrees aggressively to enforce such provisions and restrictions against such Distributors.
2.3.License Restrictions. Licensee will not and will not allow any of its directors, officers, employees, agents, Distributors, End Users or contractors to: (i) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure or organization of the Licensed Software or Licensed Materials, in whole or in part (except to the extent that applicable law prohibits reverse engineering restrictions); (ii) lease, ©2018 | (™)viablegrid | An EMCT Investments Ltd. Co | Patent Pending | All Rights Reserved. loan, timeshare, or sell the Licensed Software or Licensed Materials, in whole or in part; (iii) create derivative works of or otherwise modify the Licensed Software or Licensed Materials except as expressly permitted by Section 2.2; (iv) attempt to hack, disable, defeat, avoid, bypass, remove, deactivate, circumvent or otherwise interfere with Viablegrid’ products, technology, software or services, including any software protection mechanisms in the Licensed Software, or any such mechanism used to restrict or control the functionality of any of the foregoing; (v) use or allow the transfer, transmission, export or re-export of the Licensed Software or Licensed Materials, in whole or in part, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency; or (vi) remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK, Licensed Software, or Licensed Materials.
2.4.Proprietary Rights Notices. Licensee will include any proprietary notices contained in the Licensed Software on any copies of the Apps that contain any Licensed Software. The Licensed Software and Licensed Materials are deemed to be “commercial computer software” and “commercial computer documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable; any use, modification, reproduction, release, performing, displaying or disclosing of the Licensed Software or Licensed Materials by the U.S. Government will be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.5.Application Content Restrictions. Licensee represents, covenants, and warrants that the Apps will: (i) not be targeted at children under the age of 13; (ii) not be designed or marketed for the purpose of harassing, abusing, stalking, threatening or otherwise violating the legal rights of others; (iii) not contain any obscene, pornographic, offensive or defamatory content or materials of any kind, or other content or materials that in Viablegrid’ reasonable judgment may be found objectionable by Viablegrid or its customers; (iv) not violate any applicable laws or regulations; (v) not contain any malware, malicious or harmful code, program, or other internal component (e.g. viruses, Trojan horses, “backdoors”) that could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services or networks.
2.6.Open Source and Third Party Software. Certain components of the Licensed Software have been licensed under certain open source and third party license agreements (“Open Source Terms”), and are licensed hereunder in accordance with those terms, conditions and restrictions, in addition to those in this Agreement. Licensee agrees to comply with such Open Source Terms and to indemnify and hold Viablegrid harmless from its failure to comply with such Open Source Terms. Unless required by applicable law or agreed to in writing, such components are distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. If the Apps include any third party software or open source software, Licensee agrees to comply with all applicable third party or open source software licensing terms. Licensee also agrees not to use any open source software ina ©2018 | (™)viablegrid | An EMCT Investments Ltd. Co | Patent Pending | All Rights Reserved. manner that would cause the non-open source software portions of the Licensed Software to be subject to any open source software licensing terms or obligations.
2.7.Provision of Licensee App. Licensee will be solely responsible for providing, serving, operating and maintaining the Apps. Licensee agrees to only distribute the Apps pursuant to a legally enforceable End User License Agreement (“EULA”), which will be no less restrictive than the terms of this Agreement and provide, at a minimum: (i) protections of ownership and proprietary rights for the Apps (including the underlying Licensed Software); (ii) prohibitions against removal of proprietary rights notices; (iii) return or destruction of all copies of App to Licensee upon termination; (iv) specific protections relating to sales to and use by government entities so that Licensed Software is deemed to be “commercial computer software” and “commercial computer documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable; and that any use, modification, reproduction, release, performing, displaying or disclosing by the U.S. Government will be governed solely by the terms of the EULA and will be prohibited except to the extent expressly permitted by the terms of the EULA; (v) that Viablegrid will not be liable to the End User for any loss of data, lost profits, cost of cover or other special, incidental, punitive, consequential, or indirect damages arising out of the use of App and the underlying Licensed Software; (vi) that Viablegrid makes no warranties, express, implied or statutory, regarding the App or the Licensed Software, including without limitation the implied warranties of non-infringement, merchantability and fitness for a particular purpose; and (vii) termination rights for any failure by the End User to comply with the terms and conditions of the EULA. Licensee agrees to inform Viablegrid immediately of any known or suspected breach of the EULA as it relates to the Licensed Software will cooperate fully with Viablegrid to take any and all commercial reasonable actions to reduce any impact from such breach.