SOFTWARE DEVELOPMENT KIT (SDK) LICENSE AGREEMENT
LEG-0016, Rev A, Software Development Kit (SDK) License Agreement (July, 2015)
IMPORTANT – READ CAREFULLY: This SDK License Agreement (this
“Agreement”) is a legal agreement between the undersigned licensee, either an
individual or on behalf of an entity (“Licensee,” “you” or “your”), and Lantronix,
Inc. (“Lantronix”) for the Lantronix® Software Development Kit (the “Software”).
BY SIGNING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE
AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF
YOURSELF OR YOUR ENTITY (AS APPLICABLE). BY INSTALLING OR
USING THE SOFTWARE IN ANY MANNER, YOU AGREE THAT YOU OR
YOUR ENITY SHALL BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. GRANT OF LICENSE. Subject to the following terms and conditions,
Lantronix grants to Licensee a limited, non-exclusive, non-transferable, royalty-
free license to use the Software in the form provided, solely to create custom
applications for use on certain Lantronix products (“License”). This License is
not a sale. Licensee may not rent, lease, lend, or distribute the Software or any
portion thereof. This Agreement applies to updates or supplements to the
original Software, unless Lantronix provides other terms along with the update
or supplement. Licensee shall not export the Software or use the Software for
any purposes prohibited by applicable law.
2. RESERVATION OF RIGHTS.
a. Ownership. Licensee agrees that, except to the extent of the
License, Licensee has no right, title or interest in or to the Software. Lantronix
reserves all rights not expressly granted to Licensee under this Agreement. All
intellectual property rights, title and ownership (including trademarks, patents,
copyrights, etc.) in and to the Software remain with Lantronix (or its third party
licensors, as applicable).
b. Trademarks. Nothing in this Agreement gives Licensee a right to
use any of Lantronix’ trade names, trademarks, service marks, logos, domain
names, or other distinctive brand features.
c. Developed Applications. Licensee may use the Software to
develop custom applications for use only on Lantronix products. Subject to
those rights reserved by Lantronix in and to the Software, Lantronix agrees that
it obtains no right, title or interest from Licensee under this Agreement in or to
any customized applications that Licensee develops using the Software.
d. Updates, Upgrades. Licensee agrees that the form and nature of
the Software that Lantronix provides may change without prior notice to you and
that future versions of the Software may be incompatible with applications
developed on previous versions of the Software. You agree that Lantronix may
stop providing the Software (or any features within the Software) to you or to
users generally at Lantronix’ sole discretion, without prior notice to you.
Lantronix shall have no obligation to support the Software or any applications
developed by you using the Software.
3. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND
DISASSEMBLY. You may not copy (except for backup purposes), modify,
adapt, redistribute, decompile, reverse engineer, or disassemble, the Software
or any part of the Software.
4. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND
AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE
RISK AND THAT THE SOFTWARE IS PROVIDED “AS IS” AND “AS
AVAILABLE.” LANTRONIX HAS NO OBLIGATION TO PROVIDE SUPPORT
FOR THE SOFTWARE. LANTRONIX DISCLAIMS ANY AND ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.
5. LIMITATION OF LIABILITY AND REMEDIES. LICENSEE ASSUMES
THE ENTIRE RISK OF USING THE SOFTWARE. IN NO EVENT SHALL
LANTRONIX BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT,
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL, WHICH MAY
RESULT FROM THE USE OF THE SOFTWARE OR ANY APPLICATIONS
DEVELOPED USING THE SOFTWARE.
6. INDEMNIFICATION. To the maximum extent permitted by law, you agree
to defend, indemnify and hold harmless Lantronix, its affiliates and their
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 attorneys’ fees) relating to (i) your
use of the Software, (ii) any application you develop on the Software, including
a claim that such application infringes or threatens to infringe any intellectual
property right of any person, and (iii) any non-compliance by you with this
Agreement.
7. TERMINATION. This Agreement is effective until terminated. You may
terminate the License at any time by destroying the Software, together with all
copies thereof. The License will also terminate if you fail to comply with any
term or condition of this Agreement. Lantronix may terminate the License at any
time at its sole discretion. Upon termination of the License, you agree to
destroy the Software, together with all copies thereof.
8. ASSIGNMENT AND DELEGATION. The rights and duties or obligations
granted or created under this Agreement may not be assigned, transferred or
delegated by Licensee.
9. APPLICABLE LAW. This Agreement is governed by the laws of the State
of California, without reference to any conflict of laws principles. Any dispute
arising out of or relating to this Agreement shall be subject to the exclusive
jurisdiction and venue of the courts in Orange County, California.
10. ENTIRE AGREEMENT. This Agreement is the entire agreement between
Licensee and Lantronix relating to the Software and supersedes all prior or
contemporaneous oral or written communications, proposals and
representations with respect to the Software or any other subject matter
covered by this Agreement. This Agreement may be amended unilaterally by
Lantronix from time to time upon written notice from Lantronix. Any such
amendment will become effective 30 days after the date on which notification of
such amendments have been emailed to Licensee at the email address listed
below. If you continue to use the Software after expiration of the 30 days from
the date on which such amendments have been sent, you agree to be bound by
the amended terms of this Agreement, without reservation.
ACCEPTED AND AGREED TO AS OF THE DATE OF THE LAST SIGNATURE BELOW:
LICENSEE: _________________________________________
LANTRONIX, INC.
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
Email:
Sign form digitally; then click HERE to submit electronically.
Clear Form