Developer Center Terms of Use

Last update: November 7th, 2019

These Developer Center Terms of Use (the “Terms of Use”) constitute a binding contract between You, as an individual or as the legal entity You represent (“YOU”) and SoftBank Robotics Europe SAS, a French company with its registered address at 43 rue du Colonel Pierre Avia, 75015 Paris (“SBRE”).

These Terms of Use describe Your rights and responsibilities related to the access, through the Developer Center (the “Website”), of our (1) Application Programming Interfaces (“API”), (2) Software Development Kits (“SDK”), (3) the different libraries (the “Libraries”) and (4) the related documentation (the “Documentation”), as made publicly available (the “Tools”).

SECTION 1 – PURPOSE AND RIGHTS

1.1 Subject to Your compliance with Section 2 below, SBRE hereby grants YOU a non-exclusive, worldwide, limited license right use the Tools for the sole purpose of developing, testing and supporting Your application (the “Application”), for which YOU will be solely responsible (the “Purpose”).

1.2 Your license right to use our Tools is granted for the sole Purpose of these Terms of Use.

1.3 These Terms of Use apply to the Tools unless other terms accompany them.
For clarity purpose, these Terms of Use do not grant YOU any right regarding the use of the SDKs, for which the relevant end-user license agreement must be accepted prior to any download.

SECTION 2 – RESTRICTIONS

2.1 YOU hereby warrant that YOU will not (a) access our Website or use our Tools, in violation of any law and regulation, (b) access our Website or use Tools in any manner that (i) compromises, breaks or circumvents any of our technical process or security measures associated with the Website and the Tools, (ii) challenges the potential defaults of our Website and Tools, (iii) would result in exposing the other users of the Website and Tools to security vulnerability, (c) replicate or attempt to compete with the Website, (d) attempt to reverse engineer or derive source code, trade secrets or know-how of our Tools – unless otherwise allowed for open-source third party software components, (e) use our Tools and Website to produce illicit or unethical content, content that may harm SBRE’s or SBRE’s products reputation, and more extensively to encourage or promote illegal activities.

SECTION 3 – OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

3.1 YOU acknowledge and agree that all intellectual property rights related to the Website and the Tools remain the full property of SBRE and/or its licensors.

As a consequence, all the rights expressly not granted pursuant to these Terms of Use are retained by SBRE and/or its licensors. Therefore, YOU undertake not to sell, rent, lease and sub-license access to any of the Tools.

3.2 YOU retain Your ownership rights on Your Application, whereas SBRE and/or its licensors own all rights on the Tools.

3.3 By sending us a suggestion or feedback regarding the performance of our Website and/or the Tools, YOU hereby grant SBRE an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such suggestions or feedback, for any purpose without any obligation or compensation to YOU.

SECTION 4 – THIRD-PARTY SOFTWARE

4.1 The Tools may contain third party software components (either proprietary or open-source).

As the case may be, YOU agree to abide by the related applicable terms and conditions. Such terms and conditions may be changed, as per the relevant third-party license agreement. YOU hereby acknowledge and agree that third party software is provided “as is” and that in no event will SBRE be liable for the said third party software, their applicable license agreement contents, such change and its arising consequences.

4.2 The Tools may refer to some third-party content (such as text, or software). This content is the sole responsibility of the third-party provider. In no event will SBRE be liable for third party contents. SBRE may sometimes review and update the available content and remove or refuse to display such content, in the event whereof such content will be found illegal, will violate our policies, or those Terms of Use.

The content accessible through the Tools might be subject to intellectual property rights. If so, YOU will be responsible for complying with the terms of the license granted by the content owner.

SECTION 5 – DURATION OF LICENSE AND SURVIVAL

5.1 These Terms of Use are effective until terminated, upon (a) Your discontinuation of use or (b) SBRE’s termination, without prior notice, upon breach of Your obligations contained herein (c) SBRE’s discontinuation of Website and Tools.

5.2 Upon termination of these Terms of Use, for whatsoever reason, those terms that by nature are intended to survive, will continue to apply, including but not limited to Section 3 – Ownership and Intellectual Property rights and Section 7 – Trademark use.

SECTION 6 – LIMITED WARRANTIES AND LIMITATION OF LIABILITY

6.1 AS FAR AS PERMITTED BY THE APPLICABLE LAW:

THE TOOLS AND WEBSITE ARE PROVIDED AS IS AND NEITHER SBRE NOR ITS LICENSORS (COLLECTIVELY REFERRED TO AS “SBRE” FOR THE PURPOSE OF THIS SECTION) WARRANT THAT THE TOOLS OR THE WEBSITE FUNCTIONALITY, CONTENT OR OPERATION WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, FREE FROM ANY SOFTWARE VIRUS OR OTHER HARMFUL COMPONENT.

SBRE DOES NOT WARRANT THE INTERNAL CHARACTERISTICS, THE COMPATIBILITY OF THE TOOLS OR THE WEBSITE WITH OTHER SOFTWARE, THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE TOOLS AND THE WEBSITE AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS.

SBRE DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF PERFORMANCE, MERCHANTABILITY, SATISFACTION, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OF THE TOOLS AND THE WEBSITE.

6.2 TO THE EXTENT OF THE APPLICABLE LAW, IN NO EVENT, WILL SBRE BE LIABLE FOR:

ANY DAMAGE (INCLUDING BUT NOT LIMITED TO, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, COST OF PROCURING SUBSTITUTE SERVICES, LOSS OF PROFIT, CORRUPTION OR LOSS OF DATA, BUSINESS OR ANY OTHER LOSSES OR DAMAGES) ARISING FROM THE PROVISION OR THE USE OF THE WEBSITE AND THE TOOLS. REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, OR WHETHER SBRE HAD KNOWLEDGE OF POSSIBLE DAMAGES OR LOSSES RESULTING FROM THE USE THEREOF.

WITHOUT LIMITING THE FOREGOING, THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE UNAVAILABILITY OF THE WEBSITE AND THE TOOLS, UNAUTHORIZED ACCESS, ANY FAILURE OF PERFORMANCE, INTERRUPTION, ERROR, OMISSION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, USE OF THE WEBSITE AND THE TOOLS, WITH INCOMPATIBLE SOFTWARE OR HARDWARE.

IN NO EVENT SHALL SBRE’S CUMULATIVE LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY OR DEATH) EXCEED ONE HUNDRED EUROS (€ 100).

6.3 To the extent authorized by the applicable law, YOU will defend, hold harmless and indemnify SBRE, its affiliates, directors, officers, employees against all liabilities, damages, losses, costs, fees (including legal fees) and expenses related to third-party claim arising from:

  1. Your misuse of the Tools;

  2. Any breach of Your obligations prescribed in these Terms of Use;

  3. Your Application, including without being limited to data or content.

SECTION 7 – TRADEMARK USE

7.1 For the purpose of this section 7, “SBRE’s Trademarks” shall refer to the tradenames, trademarks, logos, domain names and other distinctive brand features registered or under registration process by SBRE.
These Terms of Use, except when expressly stated, do not grant YOU any right, title or interest in SBRE’s Trademarks.

SBRE grants YOU a non-exclusive, worldwide, non-transferable, non-assignable license right to use SBRE’s Trademarks for the sole purpose of promoting Your Application. When applicable, YOU hereby undertakes to comply with SBRE’s guidelines regarding the use of SBRE’s Trademarks. Any use by YOU of SBRE’s Trademarks (including any goodwill arising from such use) will inure to the benefit of SBRE.

At any time, in its sole discretion and without prior notice, SBRE may notify YOU and demand YOU to cease using SBRE’s Trademarks.

7.2 YOU will not make any statement regarding Your Application which will suggest a partnership with, sponsorship or endorsement by SBRE, without SBRE’s prior written approval.

7.3 In the course of promoting the Website and/or the Tools, SBRE may display Your Application content (including screenshots, video, demos...) and may use Your company tradename or Application name. YOU hereby grant SBRE all the necessary rights for the above-mentioned purpose.

SECTION 8 – APPLICABLE LAW AND JURISDICTION

8.1 These Terms of Use and any matter arising thereof are governed by French law, without regard to conflict of laws. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

8.2 Any arising dispute related to these Terms of Use will be submitted to the exclusive competence of the relevant courts of SBRE’s headquarters.

SECTION 9 – MISCELLANEOUS

9.1 SBRE reserves the right to delegate its right to engage legal action on its behalf to a third party.

9.2 The title of each section appearing on these Terms of Use is given as information only and does not prejudice their content or reach. You are responsible for checking on a regular basis and SBRE reserves the right to change the content of these Terms of Use, as well as the documentation related to the Tools without any prior notice. If YOU do not agree with the applicable terms and conditions related to the Website and/or the Tools YOU should stop using the Tools and/or accessing the Website.

9.3 For any question or feedback, please contact us at devc-contact@softbankrobotics.com.