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Condizioni generali di servizio

Dic 1, 2018

MicroBees is offering software, development tools, hardware, specifications and other products and services for the development of products and services that are compatible with the MicroBees Platform to you, as an individual or an authorized representative of a corporate or other entity (“you” or “your), so long as you (a) agree to be bound by this Developer License Agreement (the “Agreement”); (b) represent 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 (c) have the right and authority to enter into this agreement on your own behalf, or if you are entering into this agreement on behalf of a corporate or other entity, you have the authority to bind the entity that you represent. “MicroBees”, “we”, “us” or “our” means Microbees Technology Ltd., together with any affiliates that license materials for the MicroBees Platform.

Developer License Agreement

This Agreement is a binding legal agreement between you and Microbees. If you agree to all of the terms and conditions in this Agreement, you can accept this Agreement by clicking on the “I Agree” button, if available, or installing, copying or otherwise using the MicroBees Hardware. If you do not agree to the terms and conditions of this Agreement, do not click on the “I Agree” button (if available) and do not install, copy or use the MicroBees Hardware.

This Agreement is effective from the date of your acceptance until you or we terminate in accordance with the termination provisions of this Agreement (“Term”).

We may also update this Agreement from time to time, so it is important that you check back often for updates. The most current version of this Agreement will always be available on Developer site at the following link: http://developer.microbees.com/developer/documentation/.

Our Hardware contains some components that are proprietary to MicroBees. Those components are subject to the terms and conditions of this Agreement. Other components of our Hardware may be distributed to you under a separate license, including Open Source Software licenses (each separate license is a “Separate Component License”). If you use any components of the Hardware that are subject to a Separate Component License, you will need to agree to that Separate Component License for those components. If the terms of any Separate Component License are inconsistent with this Agreement, the Separate Component License terms will control.

Definitions

In this Agreement, when capitalized:

  • “Authorized Users” means your employees or other authorized contractors or agents who have written and binding agreements with you to protect the unauthorized use and disclosure of Microbees’s and other third party Confidential Information (to the extent they will have access to such Confidential Information).
  • “BEES” means all Platform-related hardware, software, documentation, and other materials provided to you by or on behalf of Microbees.
  • “Developer Product(s)” means any software, hardware or other product or service created by you or on your behalf using the Hardware Kit.
  • “Open Source Software” means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or under similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; (h) the MIT License; and (i) the Apache License.
  • “Hive” means the cloud platform that is being developed by Microbees. The Hive allows you to develop cloud-based Developer Products.
  • “Third Party Software” means any software, computer programming code or accompanying documentation owned by any third party including, but not limited to, any of following: any software licensed from a third party, or any software placed in the public domain and accessible to anyone without any specific license terms attached thereto, or any software disclosed or distributed under a license that permits users to use, modify, improve or distribute such software and/or documentation and requires any or all of the following: the making available of source code, object code and/or accompanying documentation of the software or any modifications to, or derivatives of, such software and/or documentation; or the granting of the right to distribute, use, create modifications to, or create derivative works from, such software and/or documentation at no charge or on a royalty-free basis any Open Source Software.
  • “Update(s)” means bug fixes, enhancements, modifications, new releases, new versions, supplements, updates, or upgrades to the BEES.

Developer Kit Components

The BEES contains proprietary components (consisting of closed source components and reference source components), and may contain Open Source Software components, as further described below:

  • Closed Source Components. The closed source components of the BEES are those Microbees-proprietary components that you may reference as you create a Developer Product. As long as you comply with the provisions of this Agreement, Microbees hereby grants you a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license during the Term to use and reproduce the BEES internally for the sole purpose of developing one or more Developer Products for use with the Hive.
  • Reference Source Components. The reference source components are those Microbees-proprietary components that contain code that you may distribute along with your Developer Product.
    You can distribute the Reference Source Components along with your Developer Product, as long as you comply with the terms and conditions in this Agreement, including but not limited to the requirements listed in subsections (a), (b) and (c) below. You may use the BEES only to create Developer Products that are intended for use with the Hive. You may copy, use and distribute the Reference Source Components to distributors of your Developer Product and end users, when the Reference Source Components are used in your Developer Product. You may not modify or otherwise change the Reference Source Components. To distribute the Reference Source Components, you must (i) add significant primary functionality to the Reference Source Components as part of your Developer Product; (ii) you must include terms of use and require distributors and end users to agree to terms and conditions that are as protective of the Reference Source Components as this Agreement; (iii) display your valid copyright notice in your Developer Product; and (iv) indemnify, defend and hold harmless MicroBees from any claims (including attorney’s fees) related to the distribution or use of your Developer Product. If any Open Source Software Components are offered, they will be made available in accordance with the LGPL v2 license.

Your Responsibilities

Except as otherwise allowed under this Agreement you must not, directly or indirectly copy, modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Hardware Kit or any part thereof, or enable or allow others to do such things. These restrictions apply except as prohibited by applicable law and only to the extent of that prohibition.

Except as expressly granted in this Section, MicroBees does not grant you a license under any MicroBees patent, copyright, trademark or other intellectual property rights. MicroBees is not granting you any right to sell, license, rent, distribute or otherwise commercialize a Developer Product under this Agreement.

Other than the rights we grant to you in this Agreement, you will not use any trademarks, trade dress or other marks belonging or licensed to MicroBees in any way unless we authorize that use in writing. You agree that all goodwill arising out of your authorized use of MicroBees’s marks shall inure to the benefit of and belong to MicroBees.

Our Use of Data and Developer Products

During the Term, if we request access to your Developer Products, which we intend to use for Hive-development purposes, you agree to provide us with access, even if your Developer Product is incomplete. You agree that you will not charge MicroBees for access to your Developer Products – except that you will be entitled to a reimbursement at cost from MicroBees if your Developer Product is hardware and we request more than two hardware units for testing and evaluation purposes.

You hereby grant MicroBees and its affiliates, during the Term, a worldwide, royalty-free and fully paid up, non-exclusive license, without rights to sublicense, to use, reproduce, distribute, perform, or display Developer Products for the purpose of developing, modifying, marketing, promoting, sponsoring or otherwise commercializing the Hive. MicroBees may not sell, license or otherwise transfer the Developer Products.

Our Privacy Policy, located at http://www.microbees.com/privacy-policy, explains how MicroBees handles your personal data and information and protects your privacy when you use the BEES and Hive.

By using the BEES and Hive, you agree that any personal data and information that you provide to us are subject to our Privacy Policy.

You agree that MicroBees and its affiliates may collect and use technical and related information that is gathered periodically, including but not limited to information about your Developer Products, computer, system software, other software and peripherals. MicroBees may use this information, as long as it is in a form that does not personally identify you, to improve the BEES, to provide services, if any, related to the BEES, verify compliance with this Agreement or for other business purposes. You agree to obtain all consents from the users of your Developer Products necessary for MicroBees to use this information.

Our Rights and Obligations Under this Agreement

Updates and Maintenance – MicroBees expects to support and improve the Hive and BEES over time. In order to do this, we may extend, enhance, or otherwise modify the BEES, with or without notice. If MicroBees makes any Updates available, those Updates will be governed by this Agreement — except that if a separate license is provided with the Update, then the terms of that license will govern the Update. Any updates may have APIs, features, services and/or functionality that are different from those found in the BEES licensed under this Agreement. You are solely responsible for ensuring that your Developer Product functions properly after any such Update. You acknowledge that we have no obligation to provide any maintenance, technical or other support in respect of the BEES.

Development of the Platform – You understand and agree that:

  • MicroBees may change the name of the Hive (or its parts);
  • MicroBees may decide whether to and how to develop and promote the Hive;
  • The Hive may not support the commercialization of any Developer Product;
  • MicroBees may choose not to use, accept, certify or otherwise support any Developer Product; and
  • MicroBees will not be liable for its actions or omissions relating to the implementation of the Hive.
  • Your Obligations for Use of the Hive or the BEES

You represent and warrant to MicroBees that:

(i) you have the requisite legal, and if applicable, corporate authority to enter into this Agreement and perform your obligations under this Agreement, and this Agreement does not conflict with any other agreement or obligation by which you are bound; (ii) you are and will be responsible for your Authorized Users’ use of the Hive and BEES and their compliance with this Agreement; and (iii) you will be solely responsible for all activities you and your Authorized Users undertake in connection with the Hive, the BEES, the Developer Products and the development of Developer Products.
Your Developer Product: (i) is free from material errors and defects; (ii) has been designed and developed for installation and operation solely on devices that you have fully tested and approved; and (iii) will operate with the Hive.
Use of your Developer Product does not and will not infringe the intellectual property rights, or other proprietary rights of any third party, and MicroBees’s use of any of these products, materials or services does not and will not infringe any proprietary rights of any third party, and you shall immediately notify MicroBees in the event of any such infringement.
Your Developer Product does not, and will not when delivered or provided, contain any computer code designed to disrupt, disable, harm, or otherwise impede in any manner the operation thereof, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”), and you have taken reasonable steps to test for, and have found no such viruses or worms.
You acknowledge and agree that your Developer Products must comply with the conditions and requirements set out below:

You will not, through use of the BEES or otherwise, create any Developer Product or other program that would disable, hack or otherwise interfere with any security, digital signing, digital rights management, content protection, verification or authentication mechanisms implemented in or through the Hive, this BEES, or other MicroBees software or services, or enable others to do so.
You (i) will comply with all applicable legal and regulatory requirements; (ii) will comply with all applicable laws and regulations of any jurisdiction in which the Developer Products are offered or made available, including all regulatory and legal requirements applicable to the creation, testing, and use of any Developer Product (or any component of the Developer Product); and (iii) are solely responsible for obtaining all required and necessary permissions and/or approvals from relevant government or regulatory authorities.
If the Developer Product may collect, transmit, maintain, process, share, disclose or otherwise use personal information, location information, health information or other data that relates to a user (“User Information Handling”):

You must comply, and the Developer Product must be compliant, with all applicable privacy and data collection laws and regulations with respect to such User Information Handling.
You must ensure that any processing or transmission of user data is conducted in a manner that preserves the accuracy and security of the data. If your Developer Product engages in User Information Handling, you are required to maintain a privacy policy and inform the users of your Developer Product of your privacy policy. Your privacy policy must (i) comply with applicable laws and regulations, (ii) inform users of the information collected by your Developer Product and how that information is used, stored, secured and disclosed, and (iii) describe the controls that users have over the use and sharing of their information, and how they may access their information.
You must not design or market Developer Products for the purpose of violating any legal rights of any person (including but not limited to privacy rights).
In addition, and without limiting your obligations to follow all applicable laws and regulations, you must ensure that any Developer Product that offers health information or location information based services or functionality notifies and obtains consent from an individual before the individual’s health or location data is collected, transmitted or otherwise used by the Developer Product. In addition, Developer Products that use health information based APIs shall comply with any registration process that we may implement.

If a Developer Product captures, collects or records any form of user or device data, images, pictures or voice data (collectively “Recordings”), or processes, maintains, uploads, syncs, or transmits any form of user data, content or information (collectively “Transmissions”), such Recordings and Transmissions must comply with all applicable laws and regulations (including but not limited to privacy laws) as well as any policies or requirements that MicroBees may provide to you. In particular, you must ensure that a reasonably distinctive and conspicuous visual or audio indication that a Recording is taking place is displayed or played to the user as part of the Developer Product.

You will be solely responsible for any and all claims and/or damages arising from or related to the download or use of interpreted code in any Developer Product, other than the code that is interpreted and run by the documented Application Programming Interface(s) and built-in interpreters contained in the BEES, except as authorized otherwise by MicroBees in advance in writing.

If your Developer Products use location-based APIs for real-time route guidance, you must have an end user license agreement that includes the following notice: “REAL TIME LOCATION DATA ACCESSED VIA THIS DEVELOPER PRODUCT MAY BE INACCURATE OR INCOMPLETE. YOUR USE OF THIS DEVELOPER PRODUCT IS AT YOUR SOLE RISK.” You shall not use the Developer Product for life support devices or other devices that may cause deaths, injuries or severe physical or environmental losses. Any attempt to do so shall be deemed as a material breach under this Agreement.

If your Developer Product includes any Open Source Software, (i) you are responsible for compliance with all applicable Open Source Software license terms, including any source code availability requirements, and (ii) your Developer Product must not cause any non-Open Source Software to become subject to the terms of any Open Source Software license.

You will promptly respond to MicroBees regarding the use of policies and APIs in connection with the Developer Product and/or BEES, upon MicroBees’s request.

You will not attempt to hide or obscure any features, functionality or content in your Developer Product.

Disclaimer of warranty

All Hive and BEES materials or related services from MicroBees are provided on an “as is” and “as available” basis, and MicroBees makes no warranties, whether express, implied or statutory with respect to the Hive, updates or any related services and MicroBees expressly disclaims any and all warranties of any kind, whether express or implied. Your use of the Hive or BEES, including any updates or related services, is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of the Hive, BEES, including any updates, or related services.

Limitation of liability

Subject to terms and conditions of this agreement and to the fullest extent allowed and permitted by applicable laws and regulations, MicroBees shall not, under any circumstances, be liable to you or any third party through you for personal injury or any consequential, exemplary, incidental, indirect, punitive or special damages whatsoever, including, without limitation, damages for delay of delivery, loss of profits, loss of data, loss of goodwill, business interruption or any other commercial damages or losses, arising out of or in relation to this agreement, your use of the BEES, Hive or other products or services provided by MicroBees under this agreement, or your development of developer products, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if MicroBees has been advised of or is aware of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy. Your understanding, acknowledgement and acceptance of this agreement are the legal basis and consideration for the licenses granted under it. In no event shall MicroBees’s total liability to you under this agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount paid to MicroBees for the BEES.

How This Agreement May Be Terminated

(a) You can terminate this Agreement immediately by stopping your use of the BEES; and (b) MicroBees can terminate this Agreement immediately, (i) if you have or we believe that you have breached any terms of this Agreement; (ii) if we are required by law to terminate this Agreement or the rights granted by MicroBees; or (iii) if we stop providing the BEES or Hive for any reason.

As long as we terminate this Agreement following the procedures in this Agreement, MicroBees will have no liability to pay compensation or damages, or to provide an indemnity of any kind as a result of terminating this Agreement, and termination of this Agreement is without prejudice to any other right or remedy that MicroBees may have, now or at any time in the future. When this Agreement expires or terminates: (a) all rights granted to you in this Agreement will terminate; (b) you will immediately stop using the BEES.

Termination of this Agreement will be without prejudice to any other right or remedy MicroBees may have now or in the future.