Elecard Probo SDK End User License Agreement

Elecard Probo SDK End User License Agreement

This Elecard Probo SDK End User License Agreement ("EULA") is a legal binding agreement between you (either an individual or a single entity) and Elecard Devices, CJSC, a company duly incorporated under the laws of Russian Federation with its principal offices at 3 Razvitiya Ave., Tomsk, 634055, Russia ("Elecard").

Your use of Elecard Probo SDK, as defined below, signifies your approval and acceptance of the terms and conditions contained in this EULA. If you do not agree to the terms and conditions of this EULA, you are not authorized to use Elecard Probo SDK in any way, including but not limited to downloading, installing and copying it.

1. General

1.1 Elecard is the developer and proprietor of the Probo SDK (hereafter “Elecard SDK” or “SDK”) and all included components and its use is governed by this EULA.

1.2 Elecard SDK is protected by copyright law and international copyright treaties, as well as other intellectual property laws and treaties.

1.3 Upon acceptance of this EULA Elecard authorizes you to obtain a single copy of SDK. In case you wish to use multiple copies of Elecard SDK, you should obtain additional licenses.

1. Scope of license

Subject to the terms and conditions of this EULA, Elecard hereby grants you with the following rights: 

2.1 Evaluation version. In case you are using a trial version of Elecard SDK, this EULA grants you the following rights:

2.1.1 Use - You may use each copy of Elecard SDK solely for your internal evaluation, trial and testing purposes only on one (1) computer and maximum two (2) screens, attached to the computer Elecard’s SDK is installed on. You should use Elecard SDK in strict compliance with the terms stated below;

2.2. Registered version. In case you are using the registered copy of Elecard SDK, this EULA grants you the following rights:

2.2.1.    Use - You may use each copy of Elecard SDK solely for your Research and Development activity on one (1) computer and maximum two (2) screens, attached to the computer Elecard’s SDK is installed on. You should use Elecard SDK in strict compliance with the terms stated below. For the purpose of this EULA "Research and Development activity" means activity in such a manner that the SDK, its components and all related material are used for development and testing of your own products. In case you wish to use Elecard SDK and its components in any Commercial activity, you must obtain additional license from Elecard and until you obtain such additional license, your Commercial usage of Elecard SDK is illegal. For the purpose of this EULA “Commercial usage” of and “Commercial activity” with Elecard SDK means activity in such a manner that SDK is intended primarily for your direct revenue-generating purposes or is intended to serve as a main resource to generate revenue for you, including monitoring and testing equipment.

2.3. Copy for backup purposes. You may make one copy of Elecard SDK in machine-readable form for backup purposes only. You must clearly state on such copy Elecard copyright notices and you must not transfer, sell, lease or lend such backup copy or use it for other purposes.

3.   Restrictions

In no event will your activity with Elecard SDK be outside the scope and/or contrary to the Section 2.1, 2.2 and 2.3 of this EULA, including, but not limited to:

3.1.  You may not redistribute, resell, transfer, permit or allow any access to Elecard SDK to any third party unless you fully comply with the conditions below regarding "Extending of rights";

3.2. You shall not allow the simultaneous usage of one SDK copy by more than one individual;

3.3.  You shall not make any modifications of Elecard SDK in part, which is delivered in Object code, and reverse engineer, alter, decompile, dissasemble or otherwise seek to discover the source code, associated with this part of SDK. For the purposes of this EULA "Object code" means computer programming code in binary form, which is intended to be directly executable by a computer after suitable processing and linking, but without the intervening steps of compilation or assembly;

3.4. You shall not make any copies of Elecard SDK for any purpose unless you fully comply with the conditions above mentioned regarding "Copy for backup purposes";

3.5.  You shall use Elecard SDK as a single product and you may not unbundle the component parts of Elecard SDK for use on different computers;

3.6.  You shall not use, in whole or part, any code which is considered proprietary of Elecard in any other product which is freely distributed or commercially resold;

3.7.    You agree that Elecard may audit your use of Elecard SDK for compliance with these terms at any time, upon reasonable notice. Elecard reserves its right to discontinue any Internet based services, which may be available to you in relation to Elecard SDK, at its sole discretion;

3.8.    In addition to any other condition or provision concerning jurisdiction or any other aspect of international law, you are also responsible for compliance with the laws of your local jurisdiction.

4.   Extending of rights

You may apply for an extended licensing from Elecard for the purpose of providing access right to the SDK for a specific third party operating on your behalf (e.g. a contractor) ("Extended License"). Without such Extended License you are not authorized to provide any access to the SDK to any third party.

5.   Use of VIA Licensing and MPEG-LA technology.

Licensee is aware that this Agreement does not comprise all the technology, or include licenses to all of the patents or other intellectual property, required to use or distribute the Software. In case Software implements H.264 (AKA "AVC" or "MPEG-4 part 10") Encoder or Decoder, then this notice comes into force: THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO.  NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE.  ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C.  SEE HTTP://WWW.MPEGLA.COM

6.   Non-disclosure

6.1. For the purposes of this EULA “Confidential Information” means all information, which is contained in or is related to the SDK (including, without limitation, source and object codes and documentation, databases, procedures, plans, specifications, samples, models, designs, processes), if this information is not available from the Elecard’s web-site (www.elecard.com) without breach of the appropriate license agreement. You shall restrict disclosure of Confidential Information to your employees, attorneys and accountants with a need to know such information bases.

6.2. You shall take the reasonable security precautions, at least as great as the precautions it takes to protect your own confidential information, but no less than reasonable care, to keep confidential the Confidential information.

7.   Update, upgrade and technical support policies

7.1. Evaluation version. Elecard is not obligated to provide any updates, upgrades to the SDK. Elecard shall have no obligation to provide technical support.

7.2. Registered version.

7.2.1. Elecard warrants that Elecard SDK is free of defects and will operate substantially in accordance with attendant documentation for a 1-year period  from the SDK purchase.

7.2.2. In accordance with this EULA you are entitled to receive free bug fixing services on Elecard SDK within the major version of your Elecard SDK but not less than one (1) year.

7.3. Updates and technical support are available upon signing to appropriate Elecard Support program as fully described on https://www.elecard.com/page/support_program. For the purposes of this EULA “Update” shall mean a modification to Elecard SDK that contains corrections of errors and minor enhancements (the SDK version has a higher number to the right of the decimal point in its release number than the release of the SDK previously delivered to you); and “Upgrade” shall mean a modification to Elecard SDK that provides additional features or performs additional functions not provided or performed by Elecard SDK originally delivered to you (the SDK version has a new revision number (x.0));

7.4. It is hereby stated that no Upgrades to Elecard SDK are provided as part of Elecard Support programs. Any Upgrades to Elecard SDK should be purchased separately.

8.   Termination

8.1. Evaluation version. In case you are using a trial version of Elecard SDK, this EULA and, accordingly, use of Elecard SDK shall terminate immediately without notice from Elecard upon expiration of 30 calendar days from installation of Elecard SDK on your computer (“Evaluation period”). In this case you must delete or destroy Elecard SDK, the backup copy, related documentation and all copies thereof. As of the moment of this termination, you may no longer reuse Elecard SDK for any purposes without Elecard SDK proper registration;

8.2. Registered version. In case you are using the registered copy of Elecard SDK, Elecard may terminate this EULA in the event you break any provision under this EULA. Upon termination of this EULA you should cease all activity with Elecard SDK, delete or destroy Elecard SDK, a backup copy, related documentation, and all copies thereof without the refund of Elecard SDK price.

9.   Warranty and disclaimer and limitation of liability.

9.1. EXCEPT FOR THE SERVICE MENTIONED IN THE SECTION 7.2 ABOVE, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAWS ELECARD MAKES NO WARRANTIES HEREUNDER TO YOU WITH RESPECT TO THE ELECARD SDK AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED OR ARISING OUT OF A COURSE OF CONDUCT OR COURSE OF DEALING, INCLUDING ALL WARRANTIES OF TITLE, PERFORMANCE, USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. ELECARD ALSO MAKES NO WARRANTY REGARDING NON INTERRUPTION OF USE. NO ORAL OR WRITTEN STATEMENT PROVIDED BY ELECARD SHALL CREATE ANY WARRANTY;

9.2. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAWS, IN NO EVENT SHALL ELECARD BE LIABLE FOR ANY LOST PROFITS, REVENUE OR BUSINESS OPPORTUNITY, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATED TO THE ELECARD SDK, ANY PART THEREOF, THE DOCUMENTATION OR OTHERWISE RELATED TO THIS EULA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT ELECARD SDK LIABILITY, OR OTHERWISE, EVEN IF ELECARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

9.3. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAWS, IN NO EVENT SHALL ELECARD’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE ELECARD SDK, ANY PART THEREOF, THE DOCUMENTATION OR OTHERWISE RELATING TO THIS EULA, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED 100% (ONE HUNDRED PERCENT) OF THE CUMULATIVE LICENSE FEE, PAID BY YOU IN ACCORDANCE WITH THE EULA. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN;

9.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONS OF CERTAIN DAMAGES OR LIABILITIES, SO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SECTIONS 9.2 AND 9.3 ABOVE MAY NOT APPLY IN FULL OR IN PART.

10. Export controls

10.1 Neither Party shall commit any act or cause any person to commit any act which would violate any U.S. export control laws, the laws of all EU Member States, UNO regulations or other applicable export control laws, rules or regulations, and each Party will take any and all actions within its ability to assure compliance with such laws, rules or regulations.

10.1 You may not use or otherwise export or re-export the Software except as authorized by U.S. law, the laws of all EU Member States and other applicable laws and regulations. You agree to comply strictly with all such laws and regulations and acknowledge that the Software may not be, directly or indirectly, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria or any U.S. embargoed countries (EU embargoed countries) or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List or Entity List, EU’s denied party list or all EU Member States’ denied party list (each, a "List ").

10.2 You hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such embargoed country or on any such List and you will not use or transfer the Software, or any derivatives thereof, for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses.

10.3 Elecard has no obligation or liability in respect to any infringement claims in the event that the Software is used or located by licensee in any U.S. embargoed countries (EU embargoed countries). In such cases, You shall indemnity and hold harmless Elecard against any loss, cost, expense (including reasonable attorneys' fees and court costs), damage, settlement, or other liability incurred by Elecard with respect to the infringement claims.

11.  Miscellaneous.

11.1.  This EULA shall be construed in accordance with and governed by the law of Russia;

11.2. This EULA constitutes the entire agreement between you and Elecard with respect to the use of Elecard SDK and it supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Section may be excluded by your written agreement with Elecard. Special rules may apply to the use of certain Elecard Software, which is listed on Elecard website and is incorporated into this EULA by reference;

11.3.     Elecard may elect to deliver Elecard SDK electronically via e-mail or internet download. Hereby you acknowledge that problems can arise during electronic data transmission and you assume all responsibility for verifying that any transmitted data is complete and correct;

11.4.     As a rule, all notices, requests and demands shall be in writing and shall be delivered with delivery receipt to the address below:

Elecard Devices, CJSC,
3 Razvitiya Ave.,
Tomsk, Russian Federation, 634055,
E-mail: sales@elecard.com                                    

Any such notice shall be deemed accepted upon actual receipt.

In case you have any questions concerning this EULA or Elecard SDK and its installation, you may contact Elecard Support Team at the address above, or by sending an E-mail to tsup@elecard.com or visiting Elecard's website: https://www.elecard.com.