Lynq Developer Evaluation License

 

LDK EVALUATION LICENSE AGREEMENT

READ THIS LDK LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING, COPYING OR USING THE LYNQ DEVELOPMENT KIT AND RELATED DOCUMENTATION ACCOMPANYING THIS AGREEMENT. ACCEPTING TERMS OF THIS AGREEMENT, OR DOWNLOADING, INSTALLING, ACCESSING, COPYING OR USING THE LDK (AS DEFINED BELOW), CREATES A BINDING CONTRACT BETWEEN LYNQ TECHNOLOGIES, INC. (“LYNQ”) AND YOU (TOGETHER WITH THE BUSINESS OR OTHER ENTITY FOR WHICH THE LDK IS OBTAINED, “YOU”) AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION. IF YOU CONTINUE WITH DOWNLOADING, INSTALLING, ACCESSING, COPYING OR USING THE LYNQ DEVELOPMENT KIT AND RELATED DOCUMENTATION, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND ANY BUSINESS OR ENTITY FOR WHICH YOU ARE OBTAINING THE LDK. IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND ANY EXECUTED LDK EVALUATION LICENSE AGREEMENT BETWEEN YOU AND LYNQ STILL IN FORCE AND EFFECT, THE EXECUTED LDK EVALUATION LICENSE AGREEMENT SHALL CONTROL.

0. VERSION. This Lynq LDK License Agreement is v 1.0, and was released on March 9, 2022.

1. GRANT. Subject to the terms of this Agreement, Lynq grants You a limited, personal, nonexclusive, non-sublicensable, nontransferable, royalty-free license to (i) use the Lynq Software Development Kit, and Lynq Hardware Development Kit (including without limitation, the documentation, network stack, software libraries, binary executables, source code, packaged APIs, code samples, web applications, scripts, validation processes associated therewith) in the object code form only as provided by Lynq (“LDK”), solely for the purpose of internally developing and creating programs and applications (“Programs”) that are interoperable only with Lynq’s products solely for Your internal evaluation and testing of the LDK, and (ii) use, reproduce, and distribute the LDK in object code form only as an integral part of the Program files that are to be loaded on Lynq’s products. For the avoidance of doubt, You may authorize your employees and contractors who act on Your behalf in their capacity as Your employees and contractors pursuant to their signed agreements with You, to use the foregoing license, provided and to the extent that such employees and contractors are bound by the terms and conditions that are at least protective of Lynq and the LDK as those under this Agreement, and provided further that You shall be responsible for all acts or omissions of such employees and contractors.

2. SUPPORT. Lynq shall have no obligation under this Agreement to provide You with any technical support or other maintenance services, but may do so at its sole discretion. If Lynq provides You with any upgrade, patch, enhancement, other version of the LDK, technical support, online Q&A, issue reporting, bug fixes or other maintenance service, it shall be deemed part of the LDK and subject to this Agreement. At its discretion, Lynq may make any such support and maintenance services available to You for a fee. Except as expressly set forth herein, Lynq alone (and its licensors, where applicable) will retain all intellectual property rights relating to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any third party relating to the LDK, which are hereby assigned to Lynq. You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.

3. RESTRICTIONS. Except as specifically permitted in Section 1 of this Agreement, You shall not directly or indirectly (a) make, rent, lease, timeshare, sell, offer to sell, encumber, modify, adapt, decompile, reverse engineer, disassemble, create derivative works, or derive the source code of the LDK (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (b) publish, disclose or disseminate any information concerning any comparisons or other “benchmarking” activities in respect of the LDK, either alone or in connection with any software; (c) distribute, transmit or provide the LDK or any product or service to any third party, (d) use the LDK in violation of any applicable laws or regulations, including but not limited to, laws regarding personal data, privacy, intellectual property, trade secrets, and export controls, (e) remove any proprietary notices from the LDK; (e) use the LDK to create Programs that either are interoperable with non-Lynq technology or products or compete with Lynq or any Lynq product or service; (f) remove, alter or obscure any proprietary notices or labels that are on or in the LDK or any other code or materials provided by Lynq (including, without limitation, any ARM related identifiers), or (g) permit any third party to engage in any of the foregoing proscribed acts. Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted and Lynq (and its suppliers) shall retain all right, title and interest in and to the LDK (and all patent rights, copyright rights, trade secret rights and all other intellectual property and proprietary rights embodied therein). Lynq reserves the right to immediately suspend your access to Lynq’s LDK upon Your violation of this Agreement until such violation is cured.

4. PROPRIETARY NOTICES. You will not alter, remove, or obscure any STMicroelectronics, Lynq, or any other related proprietary notices or labels contained on or in the LDK (including any code or documentation), without the written consent of Lynq or STMicroelectronics (“ST”). Any modifications or derivatives of any Lynq or ST technology, including without limitation Programs, must include such notices and labels. You will comply with any instructions provided by Lynq or ST with respect to the notice and labeling requirements of any Lynq or ST technology (including, for clarity, any modifications and derivatives thereof). Modifications and derivatives includes, without limitation, any translation, modification, compilation, abridgement or other form in which the Lynq or ST technology has been recast, transformed or adapted. All ST technology is the confidential information of ST and, as such, will not be disclosed to any third party without the written consent of Lynq or ST.

5. CONFIDENTIALITY. You acknowledge that the LDK and related documentation and any business, technical, financial, or other information, materials, data, and/or ideas regarding Lynq that You may receive, whether disclosed by Lynq or a third party, is the confidential or proprietary information of Lynq (“Confidential Information”). You shall: (a) hold and maintain in strict confidence all Confidential Information; (b) not use any Confidential Information except as permitted by this Agreement; and (c) not disclose any Confidential Information except to those employees and contractors with a clear and well-defined “need to know” for purposes contemplated by this Agreement who are informed of and bound by the obligations of this Agreement prior to such disclosure. You shall use at least the same degree of care to protect the Confidential Information as used to protect Your own Confidential Information of like importance, and in no event shall such degree of care be less than reasonable care. You shall be responsible for any breach of Your confidentiality obligations by any of your employees or contractors. The foregoing restrictions on disclosure and use shall not apply with respect to any Confidential Information which (i) at the time of disclosure is publicly available or becomes publicly available through no act or omission of You (including your employees or contractors); or (ii) You independently develop, provided that that such development was accomplished without the use of or any reference to the Confidential Information. You agree that the harm suffered by Lynq would not be compensable by monetary damages alone and, accordingly, that Lynq shall, in addition to other available legal or equitable remedies, be entitled to seek injunctive or other equitable relief against such breach. To the minimum extent possible, You may use or disclosure confidential information as required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to Lynq prior to making any such use or disclosure, and You cooperate with Lynq in the exercise of its right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.

6. INDEMNITY. You agree (a) that Lynq shall have no liability whatsoever for Your use of the LDK or any use of the Programs, and (b) to indemnify and hold harmless Lynq from all damages, liabilities, losses, costs, and expenses (including attorneys' fees) arising from claims related to Your use of the LDK or any use of the Programs.

7. WARRANTY DISCLAIMER. THE LDK IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LYNQ DOES NOT WARRANT THAT THE LDK WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LYNQ AND ITS SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO LDK, THE SOFTWARE, PRODUCTS, AND SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL LYNQ OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE), FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER DAMAGES RESULTING FROM YOUR USE OF THE LDK.

9. TERM. This Agreement shall commence on the date of Your acceptance and continue in effect for three (3) months, unless earlier terminated as provided herein. This Agreement may be renewed for a further term upon Agreement of the parties. You may terminate this Agreement (including the license granted herein) at any time by stopping all use of the LDK and providing advance notice to Lynq. This Agreement (including the license granted herein) shall terminate automatically, without further action by any party, immediately upon Your breach of any provision of this Agreement. Lynq may terminate this Agreement at any time upon notice to You. Upon any termination of this Agreement, You shall promptly return or destroy all tangible copies of the LDK and permanently erase all copies of the LDK (in whole or in part) contained in any computer or storage media. Sections 3 through 12 shall survive termination of this Agreement.

10. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc., and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law. The prevailing party will be entitled to receive from the nonprevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. You hereby consent to the arbitration in the State of New York in the county of New York (in the English language).

11. GENERAL. You hereby consent to inclusion of Your name in customer listings that may be published as part of Lynq's marketing efforts. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by either Party except with the other Party’s prior written consent; provided that Lynq may assign this Agreement in whole to a successor in interest in connection with a merger acquisition or sale of all or substantially all its assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and attorneys’ fees. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Neither Party shall be liable for any loss resulting from a cause beyond its reasonable control. This Agreement shall be governed by the laws of the State of New York, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in New York, New York, U.S.A. shall have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.

12. ACKNOWLEDGMENT. You acknowledge and agree that (a) You have read and understand this Agreement, (b) You have had an opportunity to have legal counsel review this Agreement, and (c) this Agreement has the same force and effect as a signed agreement, (d) Lynq requires You to identify Yourself before issuing this license and (e) issuance of this license does not constitute general publication of the LDK. Lynq reserves the right to amend the terms of this Agreement at any time by placing a notice on the website https://lynqme.com/ effective after thirty (30) days of such notice. Your use of the LDK in any way after the notice period shall constitute Your acceptance to the new terms.