NAO SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT

Note: By downloading, installing, or using the NAO SDK (“SDK”), you conclude and agree to the terms of this license agreement (the “Agreement”) in a legally binding manner with Pole Star SA. 11 rue Paulin Talabot, 31100 Toulouse, France (“Pole Star”). If you disagree with any of the following terms, then do not use the SDK. In the following, the terms “you” and “Company” shall refer, jointly and severally, to you individually and any organization on whose behalf you act.

1. Purpose. The “SDK” shall mean the Pole Star software development kit, including any subsequent updates or upgrade made available to Company, and any associated documentation, software code, or other materials made available by Pole Star to assist Company in developing solution(s) (each a “Company Product”) that interoperates with Pole Star product(s). This Agreement applies to any SDK provided by Pole Star or that includes, displays, or links to this Agreement, and to any updates, supplements or support services for this SDK. Company may only use this SDK to develop a Company Product that interoperates with one or more Pole Star product(s) and to certify compatibility of Company’s Product(s) with Pole Star’s product(s).
2. Use Rights. Subject to Company’s compliance with the terms of this Agreement, Company may (i) download, install, and use the SDK on its devices solely to design, develop, and test Company Product(s), (ii) make a reasonable number of copies of the SDK as necessary to develop Company Product(s), provided that Company reproduces complete copies of the SDK, including without limitation all “read me” files, copyright notices, and other legal notices and terms, and (iii) use, reproduce, modify, and distribute the sample code included in the SDK only as embedded in a Company Product that complies with the technical limitations and the certification requirements set forth in the documentation (the “Certification Requirements”). Pole Star reserves the right to discontinue offering the SDK (or any updates thereto) or to modify the SDK at any time in its sole discretion. Free/open source software components distributed in this SDK are licensed to Company under the terms of the applicable free/open source license agreements. The free/open source software licenses can be found in the library-license.txt file included in the SDK or online at http://docs.nao-cloud.com/library-license.
3. Restrictions. Except as set forth above, Company may not (1) modify, distribute, sell, lease, rent, lend, or sublicense the SDK (or any copy or portion thereof), (2) pre-install or embed applications created using this SDK on third-party devices, (3) charge users of the Company Product any fee to access or use any Pole Star offered services from the Company Product, (4) use the SDK to create, design, or develop anything other than Company Product(s), (5) create any alternate connections to the SDK other than through and with the Pole Star Console, (6) make any more copies of the SDK than are reasonably necessary for the authorized use, (7) modify, create derivative works of, reverse engineer, reverse compile, disassemble the SDK, or otherwise seek to ascertain the source code, except and only to the extent that applicable law expressly permits, despite this limitation (in which case Company shall provide Pole Star with prior notification and the opportunity to respond), (8) create or attempt to create a product that will understand and interpret the communications and commands between Pole Star’s products, or (9) use the SDK in any manner to (a) circumvent any technical or licensing restrictions of Pole Star products, (b) upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware, (c) use SDK or any of its features to invade the privacy of any person or otherwise violate any law, including, but not limited to, by usage of location functionality, location/tracking services, etc.
4. License to Marks. Subject to Company’s compliance with the terms of this Agreement, Pole Star grants to Company a limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right and license to display the “Pole Star” and the “NAO” Marks solely in connection with marketing of Company Product(s) that meet the Certification Requirements in accordance with this Agreement. Company agrees and acknowledges that (i) the Pole Star and NAO Marks, whether or not registered, are the sole property of Pole Star or its suppliers; (ii) Company’s reproduction of the Pole Star or NAO Marks inures to the benefit of Pole Star; and (iii) Company acquires no legal rights in the Pole Star Marks. Company agrees that it shall not adopt or use any Pole Star Marks or any word, company name, mark or design that is similar to or confusing with the Pole Star Marks. Company shall not use the Pole Star Marks in connection with any activity that (a) disparages Pole Star or its products or services; (b) violates or infringes any intellectual property of Pole Star; or (c) violates any local, state, federal, country, or international regulation or law.
5. Feedback. Company may, from time to time, provide feedback to Pole Star concerning the functionality and performance of the SDK or Pole Star products including, without limitation, identifying potential errors and improvements (“Feedback”). Feedback which is provided by Company to Pole Star in connection with this Agreement may be used by Pole Star and its affiliates to improve or enhance its products and, accordingly, Pole Star and its affiliates shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, modify, make, have made, distribute, sell, offer for sale, display, perform, create derivative works, permit distribution and otherwise exploit such Feedback without restriction.
6. Support. Pole Star does not provide technical or other support for the SDK under this Agreement.
7. Termination. This Agreement shall continue as long as Company is in compliance with the terms specified herein or until otherwise terminated. Either party may terminate this Agreement upon thirty days written notice if the other party is in material breach of any term of this Agreement. Company agrees, upon termination, to immediately destroy all copies of the SDK within the Company’s possession or control. The following Sections survive any termination of this Agreement: Sections 5, 8, 9, 10, 11, 12.
8. Ownership. The SDK is licensed, not sold. Pole Star reserves all other rights not granted herein. The parties acknowledge that, as between the parties, (a) Pole Star or its licensors retain complete ownership of all Intellectual Property Rights in and to the SDK and (b) Company or its licensors retain complete ownership of all Intellectual Property Rights in the Company Product(s) (subject to Pole Star’s underlying ownership of the Intellectual Property Rights in and to the SDK). Nothing in this Agreement will be construed to transfer or assign any Intellectual Property Rights of either party to the other. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.
9. DISCLAIMER OF WARRANTIES & LIABILITY. THE SDK IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POLE STAR DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL POLE STAR BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO THE SDK OR THISAGREEMENT, UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. POLE STAR’S TOTAL LIABILITY RELATING TO THE SDK OR THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED US$150.00 THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER POLE STAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. INDEMNIFICATION. Company shall defend, indemnify, and hold harmless Pole Star and its affiliates and their respective directors, officers, employees, contractors, agents, and end users (“Indemnified Parties”) against any third party claim, suit, or proceeding (“Claim”) and any liability, damage, loss, cost, and expenses (including attorney’s fees) arising from the Claim (“Damages”) threatened or brought against any Indemnified Party alleging that any Company Product infringes (including contributory infringement) or misappropriates any third party intellectual property right. The Indemnified Party shall provide Company written notice of any Claim within a reasonable time after the Indemnified Party receives written notice of the Claim. The Indemnified Party’s failure to provide timely written notice will not excuse Company’s obligation under this Agreement unless lack of actual notice of the Claim has a substantially adverse effect on Company’s ability to defend the Claim. The any Indemnified Party must allow Company sole control of the defense. Company shall not settle any Claim, and no settlement of a Claim will be binding on the Indemnified Party, without its prior written consent, which will not be unreasonably withheld or delayed.
11. Confidentiality. “Confidential Information” means information or material provided the discloser to the recipient that is in tangible form and labeled “confidential” or the like, or, information, which a reasonable person knew or should have known to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: (a) license keys; (b) information regarding Pole Star pricing, product roadmaps and strategic marketing plans; (c) non-public materials relating to the SDK or Pole Star products, and (d) the terms and conditions of this Agreement. Company shall keep all Confidential Information it receives confidential using the same protections that it applies to its own information of like importance, but in no event less than reasonable care, and may use such information solely for the purposes contemplated by this Agreement or as otherwise agreed in writing. Confidential Information may be disclosed solely to employees, contractors and consultants who have a legitimate need to know the Confidential Information and are bound to confidentiality restrictions substantially equivalent to this Section 11 and who are not working on Company products or services that are competitive with Pole Star’s and its affiliates’ products and services. This Section will not apply to information that: (a) was rightfully in possession of the recipient prior to receipt of such Confidential Information from the discloser; (b) is or becomes a matter of public knowledge through no fault of the party receiving such Confidential Information hereunder; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed by recipient without breach of any confidentiality obligations; or (e) is disclosed by recipient with discloser’s written approval; (f) the recipient is required to disclose by applicable law or court order, or (g) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction. In addition, recipient will be allowed to disclose (i) discloser’s Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that recipient notifies discloser of such required disclosure promptly and in writing and cooperates with discloser, at discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure, (ii) the terms and conditions of this Agreement in confidence in connection with an actual or proposed merger, acquisition, or similar transaction. The parties acknowledge that breach of this Section 11 may cause irreparable damage to the discloser for which monetary damages will be an inadequate remedy. Accordingly, the discloser will anticipated breach of this Section.
12. No party has the right to issue media releases, public announcements or public disclosures relating to the existence of or the terms of this Agreement or use the other party’s name in any promotional or marketing material (other than as required by legal, accounting or regulatory requirements)
13. General.
    a. This Agreement shall be governed by and shall be construed in accordance with the laws of France. All disputes between the Parties in connection with this Agreement, which the Parties are unable to amicably settle within thirty (30) days from notice of such dispute by one Party to the other (or such other period as may be mutually agreed upon), shall be referred to the exclusive jurisdiction of the Commercial Court of Toulouse, France.
    b. Assignment. This Agreement may not be assigned in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party. Notwithstanding the forgoing, Pole Star may assign this Agreement in connection with merger, a corporate reorganization, or the transfer of substantially all of the assets of the business to which this Agreement relates. This Agreement will bind and inure to the benefit of the parties and their permitted assigns.
    d. Export Control. Company acknowledges that the SDK is of French origin, is provided subject to the European and French Export Administration Regulations, may be subject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited. Company represents, warrants and covenants that (1) Company is not, and is not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (2) Company will not permit the SDK to be used for any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
    e. Data Privacy. Company agrees that Pole Star may periodically collect, process and store technical and related information about Company’s device, system, application, peripherals and Company’s use of the SDK, including without limitation: internet protocol address, hardware identification, operating system, application software, peripheral hardware, data provided by peripheral hardware, number of active plugins and software development kits, the successful installation and launch of SDK, and SDK usage statistics (collectively, “Technical Data”). Pole Star will use Technical Data for internal statistical and analytical purposes to facilitate support, invoicing or online services, the provisioning of updates, and the development of Pole Star products and services. Pole Star may transfer Technical Data to other companies in the Pole Star worldwide group of companies from time to time. Company acknowledges that correspondence and log files generated in conjunction with a request for support services may contain sensitive, confidential or personal information. Company is solely responsible for taking the steps necessary to protect such data, including obfuscating the logs or otherwise guarding such information prior to sending it to Pole Star.
    f. The parties hereto expressly understand and agree that the parties are independent contractors in the performance of each and every part of this Agreement, are each solely responsible for its respective employees and agents as well as related labor costs and expenses.
    g. Notices. Notices to either party must be in writing and must be delivered in person, by first-class certified mail, postage prepaid, return receipt requested, or by a express courier service addressed as stated at the beginning of this Agreement.