Sony Tablet Software Development Kit Add-on
END-USER LICENSE AGREEMENT
IMPORTANT – READ THIS AGREEMENT BEFORE INSTALLING OR USING ANY PART OF THE SONY SOFTWARE. INSTALLING OR USING ANY PART OF THE SONY SOFTWARE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT.
The Sony Tablet Software Development Kit Add-on (referred to in this License Agreement as the "SDK" and specifically including the Sony development software, Sony system files, packaged APIs, Sony APIs add-ons, all accompanying documentation, and any and all updates and modifications thereto) is licensed to you subject to the terms of this License Agreement. This License Agreement forms a legally binding contract between you and Sony Electronics Inc. (“Sony”) in relation to your use of the SDK.
2. Accepting this License Agreement.
In order to use the SDK, you must first agree to this License Agreement. You may not install or use the SDK if you do not accept this License Agreement. You can accept this License Agreement by: (A) clicking to accept or agree to this License Agreement, where this option is made available to you; or (B) by actually using the SDK, in which case you agree such use of the SDK constitutes acceptance of the Licensing Agreement.
If you do not agree to the terms of this License Agreement, Sony is unwilling to license or allow you to use the SDK, and you should immediately cease using, uninstall and permanently purge, delete and destroy all copies of the SDK from any and all of your computer devices and other hardware.
You may not install or use the SDK and may not accept the Licensing Agreement if you are a person barred from receiving the SDK under the laws of the United States or other countries including the country in which you are resident or from which you use the SDK. This License Agreement is void where prohibited by law and the right to use the SDK is not granted in such jurisdictions.
If you are agreeing to be bound by this License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License Agreement. If you do not have the requisite authority, you may not accept the Licensing Agreement or use the SDK on behalf of your employer or other entity.
You also certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to use the SDK. Notwithstanding the preceding sentence, if you are the parent or legal guardian of individuals between the ages of 13 and the legal age of majority in the jurisdiction in which you reside, you may allow such individuals to use the SDK solely under your supervision and only in accordance with this License Agreement. You are responsible for such individuals' compliance with and violations of this License Agreement.
3. SDK License from Sony.
The SDK is being licensed to you, not sold. Subject to the terms of this License Agreement, Sony grants you a limited, royalty-free, non-transferable, revocable and non-exclusive license to use the SDK solely for the purpose of designing or developing applications to run on the Sony platform. You agree that Sony or third parties 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 rights under patent, copyright, trade secret, and trademark laws and international/multinational treaties, and any and all proprietary and other rights in connection therewith. Sony reserves all rights not expressly granted to you under this License Agreement.
4. Open Source Notice.
Notwithstanding the foregoing limited license grant, you acknowledge that the SDK includes third party software subject to other terms and conditions governing the use of such software other than this License Agreement (“Excluded Software”). Certain Excluded Software may be covered by open source software licenses (“Open Source Components”), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including but not limited to any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Terms and conditions applicable to Open Source Components are provided to you together with this License Agreement and/or embedded in the SDK. Please visit http://www.sony.net/Products/Linux for a list of applicable Excluded Software, if any, included in the SDK from time to time, and the applicable terms and conditions governing its use. Such terms and conditions may be changed by the applicable third party at any time without liability to you. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this License Agreement. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this License Agreement with respect to such Open Source Components, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to Open Source Components require Sony to make an offer to provide source code in connection with the Software, such offer is hereby made.
Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, publish, adapt, redistribute, decompile, reverse engineer, disassemble, attempt to derive source code or create derivative works of the SDK or any part of the SDK. In addition, you may not share, distribute, lend, rent, lease, loan, sublicense, sell, assign, transfer or otherwise make available the SDK or your rights under this License Agreement to any third party. Use of the SDK to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. Except to the extent required by applicable third party licenses, you may not load any part of the SDK onto any hardware device except a personal computer, combine any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK.
Nothing in this License Agreement gives you a right to use any of Sony's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK. You agree not to use the mark "Sony," the Sony Logo or any other marks belonging or licensed to Sony in any way except as expressly authorized in writing by Sony in each instance. You agree that all goodwill arising out of your authorized use of Sony's marks shall inure to the benefit of and belong to Sony.
7. Use of the SDK by You.
Sony agrees that it obtains no right, title or interest from you (or your licensors) under this License Agreement in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications. You agree to use the SDK and write applications only for purposes that are permitted by (A) this License Agreement and (B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
You agree that if you use the SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application with Sony account information, your application may only use that information to access the user's Sony account when, and for the limited purposes for which, the user has given you permission to do so.
You agree that you are solely responsible for (and that Sony has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through the Sony platform and/or applications for the Sony platform, and for the consequences of your actions (including any loss or damage which Sony may suffer) by doing so. You agree that you are solely responsible for (and that Sony has no responsibility to you or to any third party for) any breach or violation of your obligations under this License Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Sony or any third party may suffer) of any such breach or violation.
8. Your Developer Credentials.
In order to gain access or use the SDK, you may be required to establish an account for which you must provide Sony with true, accurate, current, and complete information about yourself and maintain/promptly update such information. You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by Sony (including any ID and password) or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.
9. Privacy and Information.
10. Third Party Applications for the Sony Platform.
If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Sony is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Sony is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources. You should be aware the data, content, and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not share, modify, rent, lease, loan, sublicense, sell, assign, transfer, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners. You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this License Agreement does not affect your legal relationship with these third parties.
11. Using Sony APIs.
If you use any API to retrieve data from Sony, you acknowledge that the data may be protected by intellectual property rights which are owned by Sony or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional terms of service. You may not share, modify, rent, lease, loan, sublicense, sell, assign, transfer, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant terms of service. If you use any API to retrieve a user's data from Sony, you acknowledge and agree that you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.
12. Terminating this License Agreement.
This License Agreement will continue to apply until terminated by either you or Sony as set out below. If you want to terminate this License Agreement, you may do so by ceasing your use of the SDK and any relevant developer credentials. Sony may at any time, immediately terminate this License Agreement with you if Sony believes, in its sole discretion: (A) you have breached or failed to comply with any provision of this License Agreement; or (B) Sony is required to do so by law; or (C) the partner with whom Sony offered certain parts of SDK (such as APIs) to you has terminated its relationship with Sony or ceased to offer certain parts of the SDK to you; or (D) Sony decides to no longer providing the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service; or (E) the provision of the SDK or certain SDK services to you by Sony is no longer commercially viable. When this License Agreement comes to an end, any rights or obligations under this License Agreement which by their nature are intended to survive the end of this License Agreement or your use of the SDK shall continue to apply. Upon termination for any or no reason, you must immediately cease using, uninstall and permanently purge, delete and destroy all copies of the SDK from any and all of your computer devices and other hardware.
13. DISCLAIMER OF WARRANTIES.
SONY AND ITS LICENSORS DO NOT PROMISE THAT THE SDK (INCLUDING, ITS FUNCTIONALITY OR FEATURES), OR INFORMATION THAT YOU RECEIVE FROM SONY WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM SONY. SONY CANNOT ENSURE THAT ANY FILES, INFORMATION OR OTHER DATA YOU ACCESS OR DOWNLOAD FROM THE SDK WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, AND SONY AND ITS LICENSORS DISCLAIM ANY LIABILITY RELATED THERETO. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. SONY AND ITS LICENSORS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, DUTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. YOUR SOLE REMEDY AGAINST SONY AND ITS LICENSORS FOR DISSATISFACTION WITH THE SDK IS TO STOP USING IT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN YOU AND SONY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONY, ITS SUBSIDIARIES AND AFFILIATES, ITS LICENSORS, OR A SONY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY, DUTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY, DUTY AND CONDITION. You understand that Sony is under no obligation to provide updates, enhancements, or corrections, or to notify you of any product or service changes that Sony may make, or to publicly announce or introduce the product(s) or service at any time in the future.
14. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SONY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU ARISING FROM OR RELATED TO THIS LICENSE AGREEMENT OR THE SDK UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL WHETHER OR NOT SONY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES AND LOSSES. Some jurisdictions may not allow exclusions or limitations of incidental or consequential damages, exclusions or limitations of implied warranties or conditions, or allow limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you in the event but only to the extent of any such disallowance.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Sony, its subsidiaries, affiliates and their respective directors, officers, employees and agents (“Indemnified Party(s)”) 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’ and experts’ fees and settlement costs) arising out of or accruing from (a) your use or misuse of the SDK, (b) any application you design or develop using the SDK that actually or allegedly infringes or misappropriates any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this License Agreement or any law, rule or regulation. The counsel you select for defense or settlement of a claim must be consented to by Sony and/or Indemnified Party(s) prior to counsel being engaged to represent you and Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required by the Indemnified Party(s) in defense or settlement of any claim. Sony and/or Indemnified Party(s) reserve the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of any Indemnified Party without the prior written consent of Sony and/or Indemnified Party(s).
16. Changes to the SDK or this License Agreement.
From time to time, Sony may update or otherwise modify the SDK, for example, but not limited to, for purposes of error correction, improvement of features, and enhancement of security features. Such updates or modifications may change or delete the nature of features or other aspects of the SDK, including features you may rely upon. You hereby agree that such activities may occur at Sony’s sole discretion without liability to you, and that Sony may condition continued use of the SDK upon your complete installation or acceptance of such update or modifications. Sony may add to, change, or remove any part, term, or condition of this License Agreement as it applies to the SDK at any time. Any such additions, changes, or removals or any terms posted in the SDK or applicable Sony website shall apply as soon as they are made or posted. By continuing to access the SDK after so made or posted, you are indicating your acceptance thereto.
17. Sony Independent Development.
Nothing in this License Agreement will impair Sony's right to design, develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may design, develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Sony will be free to use any information, suggestions or recommendations you provide to Sony pursuant to this License Agreement for any purpose, subject to any applicable patents or copyrights.
18. Encryption; Export Control.
THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU 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. Without limiting the generality of the foregoing, you may not use or otherwise export or re-export the SDK except as authorized by United States law and the laws of the jurisdiction in which the SDK was obtained. In particular, but without limitation, the SDK may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the SDK, you represent and warrant that you are not located in any such country or on any such list. The SDK may contain encryption technology. You acknowledge that any export of software containing encryption technology from the United States or subsequent re-export of such software or content by a person located outside of the United States requires a license or other authorization from the U.S. Department of Commerce’s Bureau of Industry and Security. You further acknowledge that the SDK containing encryption technology and acquired from Sony is not intended for use by a foreign government end user. You also agree that you will not use the SDK for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.
19. Government Use.
The SDK is provided with RESTRICTED RIGHTS. Use, duplication or disclosure of the SDK, in whole or part, by the United States Government is subject to restrictions as set forth in subparagraphs (c)(1) and (c)(2) of the Commercial Computer Software clause at FAR 52.227 19, and subparagraph (c)(i)(ii) of the Rights in Technical Data and Computer Software clause at DOD FAR 252.227-7013 and any comparable federal, state or local law or regulation. Manufacturer is Sony Electronics Inc., 16535 Via Esprillo, San Diego, CA 92127.
20. General Legal Terms.
This License Agreement constitute the whole legal agreement between you and Sony and governs your use of the SDK (excluding any services which Sony may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Sony in relation to the SDK.
You agree that if Sony does not exercise or enforce any legal right or remedy which is contained in this License Agreement (or which Sony has the benefit of under any applicable law), this will not be taken to be a formal waiver of Sony’s rights and that those rights or remedies will still be available to Sony.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable.
You acknowledge and agree that Sony Corporation, and each member of the group of companies of which Sony Corporation is the parent, shall be third party beneficiaries to this License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this License Agreement.
This License Agreement may not be assigned or transferred by you without the prior written approval of Sony.
This License Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA, even if such law is adopted in Ontario, Canada. Further, the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License Agreement.
This License Agreement, any disputes arising out of this License Agreement and your relationship with Sony under this License Agreement, shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws provisions. This License Agreement, any disputes, controversies or claims arising out of or relating to this License Agreement and your relationship with Sony under this License Agreement, shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles. Any and all disputes, controversies or claims arising out of or relating to this License Agreement (including the formation, interpretation, enforceability, validity, breach or termination thereof) or your relationship with Sony under this License Agreement, including whether the dispute, controversy or claim asserted are arbitrable, shall be referred to and finally determined by arbitration in accordance with JAMS International Arbitration Rules. The arbitration tribunal will consist of three arbitrators. Within 15 days after the commencement of arbitration, you and Sony shall each select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent and impartial arbitrators. The place of arbitration will be San Diego, California, United States. The language to be used in the arbitral proceedings will be English. The parties shall bear their own costs and expenses, including attorneys’ fees, but the arbitrators may, in the award, allocate all of the administrative costs of the arbitration, including the fees of the arbitrators, against the party who did not prevail. The decision of the arbitrators shall be final and non-appealable. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction.
Notwithstanding the foregoing to the contrary, either party may initiate litigation immediately with respect to any matter arising out of or in connection with this Agreement for which equitable relief (or an equivalent type of urgent legal relief) is sought. You agree that any violation of or non-compliance with any term or condition this License Agreement by you will constitute an unlawful and unfair business practice, and will cause irreparable harm to Sony, its affiliates or third party licensors for which monetary damages would be inadequate, and you consent to Sony obtaining any injunctive or equitable relief that Sony deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that may be available to Sony under contract, at law or in equity.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES HERETO WAIVE TRIAL BY JURY WITH RESPECT TO ANY MATTERS OR DISPUTES ARISING UNDER OR RELATING TO THIS LICENSE AGREEMENT OR THE SDK.
Copyright © 2011, Sony Electronics Inc. All Rights Reserved.