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PLEASE READ AND AGREE TO THIS AGREEMENT BEFORE USING THE SDK.
BY CHECKING THE ACCEPTANCE BOX AND/OR USING THE SDK, YOU ACCEPT WITHOUT
RESERVATION ALL TERMS AND CONDITIONS IN THIS AGREEMENT AND THE TERMS
AND CONDITIONS SET FORTH IN ITS ANNEX(ES) CONCLUDED BETWEEN YOU AND
METROLOGICAL.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS IN THIS AGREEMENT AND
IN ITS ANNEX(ES), DO NOT CHECK THE ACCEPTANCE BOX AND DO NOT USE THE
SDK.
IF YOU WANT TO ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND IN
ITS ANNEX(ES) ON BEHALF OF YOUR EMPLOYER OR ANY LEGAL ENTITY, YOU
WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT THE TERMS AND CONDITIONS
OF THE AGREEMENT AND ITS ANNEX(ES) ON BEHALF OF YOUR COMPANY OR ANY
OTHER LEGAL ENTITY AND TO LEGALLY BIND YOUR COMPANY OR SUCH LEGAL ENTITY.
Metrological Software Development Kit License Agreement
This Software Development Kit License Agreement (the “Agreement”) is
entered into by and between Metrological Media Innovations B.V.,
Mariniersweg 151, 3011 NK Rotterdam, The Netherlands (“Metrological”),
and you (also defined below as Developer).
Metrological shall provide the SDK (as defined below) to you as
described in accordance with the terms and conditions in this Agreement
including its Annex(es).
1. Purpose
1.1. The purpose of this Agreement is to define the terms and
conditions under which you are permitted to use the SDK in order
to develop and/or test under your own responsibility App(s)
which may, upon validation by Metrological, be included in
the App Catalogue and distributed through Operator Stores.
2. Definitions
2.1. The Annex(es) specified hereunder (hereinafter: “Annex(es)”)
will be attached to the Agreement and form an integral part
thereof:
Annex A: Metrological App Catalogue Terms and Conditions
Annex B: GNU Affero General Public License Terms and Conditions
2.2. In this Agreement expressions below shall have the meaning
assigned to them in this article:
“App” shall mean a software application or user interface
developed by the developer by using the SDK;
“App Catalogue” shall mean the library of Apps that Metro-
logical makes available to operators of Operator Stores and
from which operators make a selection to be included in their
Operator Store;
“App Catalogue Agreement” shall mean the agreement to be entered
into by Metrological and Developer in accordance with article 3
of the Metrological App Catalogue Terms and Conditions (attached
as Annex A to this Agreement);
“Confidential Information” shall mean the term as defined in
article 7.1 of this Agreement;
“Developer” shall mean you, a physical person, or if you are
accepting these terms on behalf of a legal entity (such as a
corporation, partnership or government agency), “Developer” or
“Developer’s” means such legal entity;
“Feedback” shall mean the term as defined in article 7.3 of this
Agreement;
“Modified OSS” shall mean the term as defined in article 6.2 of
this Agreement;
“Operator Store” shall mean a customized app store that enables
an operator to sell or provide content to end-users through an App
if an operator has selected the App from the App Catalogue;
“OSS” (Open Source Software) shall mean any software that requires
as a condition of use, copying, modification and/or distribution of
such software that such software or other software incorporated
into, derived from or distributed with such software (a) be disclosed
or distributed in source code form, and (b) be licensed for the purpose
of making and/or distributing derivative works, and (c) be
redistributable at no charge;
“OSS parts of the SDK” shall mean the term as defined in article 6.2
of this Agreement;
“SDK” (Software Development Kit) shall mean any software (source code
and object code), documentation, applications, libraries, APIs, instruc-
tions, data, files, sample code, emulator, tools, and other materials
including any Updates provided by Metrological and/or affiliates for
use by Developer to develop or test App(s);
“Term” shall mean the term as defined in article 13.1 of this Agreement;
“Updates” shall mean the term as defined in article 8.1 of this
Agreement.
3. License
Metrological grants Developer during the Term a worldwide, royalty-
free, personal, revocable, non-exclusive, non-sublicenseable, and non-
transferable license to access, download, and use a reasonable num-
ber of copies of the SDK on the computers owned or controlled by
Developer, for the sole purpose of developing or testing the App,
and further subject to the restrictions and conditions set forth in
this Agreement.
4. Restrictions and Conditions
The use of the SDK by Developer under this Agreement is subject to the
following restrictions and conditions:
4.1. Developer may not decompile, decrypt, create derivative works,
disassemble, modify, or reverse engineer the SDK in any way, except
as otherwise expressly permitted in this Agreement.
4.2. Developer may not (attempt to) distribute or otherwise (commercially)
exploit the App by any means other than through the App Catalogue
offered by Metrological, its affiliates, or its distribution partners.
The terms and conditions regarding distribution of Apps through the
App Catalogue are set forth in Annex A. By checking the acceptance box,
and/or using the SDK, Developer has accepted without reservation all
terms and conditions in Annex A. In the event Developer develops and/or
tests the App for a third-party and as such has no intention to dis-
tribute the App through the App Catalogue, the terms and conditions set
forth in Annex A will not apply and the Developer shall provide the
third party with the terms and conditions set forth in Annex A and such
party shall be required to enter into a separate app catalogue agreement
with Metrological if it desires to distribute the App(s) through the App
Catalogue; such app catalogue agreement shall be based on the terms and
conditions set forth in Annex A.
4.3. Developer may not use the SDK to develop and/or test anything else than
App(s).
4.4. Developer may not sell, distribute, rent, lease, lend, sublicense,
upload to or host on any website or server the SDK in whole or any non-
OSS parts of the SDK.
4.5. Developer may not incorporate any OSS into the SDK in such a way that
the non-OSS parts of the SDK would become subject to any licensing
obligations associated with OSS, or that the OSS parts of the SDK would
become subject to other OSS licensing obligations than the OSS licensing
obligations pursuant to this Agreement.
4.6. Developer may not incorporate any OSS part of the SDK in any other plat-
form, application, software or otherwise.
4.7. Developer may not develop App(s) to operate nuclear facilities,
life support, or other mission critical application where human
life or property may be at stake.
4.8. Developer may not use the SDK for any unlawful or illegal activity,
nor develop Apps that would commit or facilitate (the commission of) a
crime, or other unlawful or illegal acts.
4.9. Developer may not delete or alter any disclaimers, warning, copyright
or other proprietary notices accompanying the SDK.
4.10. Developer may not develop App(s) that infringe copyright, design,
know-how, trademarks, model, know-how, patents, commercial secrets and
any intellectual property rights belonging to Metrological or to third
parties.
4.11. Developer will use the SDK in accordance with all applicable laws,
regulations and requirements, especially regarding the collection of
user data by the App.
5. Validation
5.1. Developer acknowledges that the App requires validation and consent
by Metrological before the App may be included in the App Catalogue.
Metrological may withhold such validation and/or consent for the App
to be included in the App Catalogue at its sole discretion.
5.2. In no event shall Metrological be liable for any direct, indirect or
consequential damages or purely financial loss such as, but not limited
to, missed business opportunities, lost sales, volume and profit, and
data loss resulting from Metrological’s refusal to validate or provide
consent to include the App in the App Catalogue.
6. Ownership and Intellectual Property
6.1. Metrological and its affiliates remain the owner of all right, title,
and interest in and to the non-OSS parts of the SDK and any Updates
thereof. Developer shall not mortgage, pledge or encumber the SDK in
any way.
6.2. Certain components of the SDK and certain software li-braries
included in the SDK are OSS (“OSS parts of the SDK”) and licensed under
the terms of the GNU Affero General Public License (AGPL). The terms and
conditions of AGPL are attached to this Agreement as Annex B and can
also be found online here: https://www.gnu.org/licenses/agpl-3.0.html.
The OSS parts of the SDK will be marked as such. Developer may modify or
replace only the OSS parts of the SDK (“Modified OSS”) provided that (i)
the Modified OSS will solely be used in combination with the SDK, (ii)
the Modified OSS is used in accordance with the restrictions and condi-
tions set forth in this Agreement, and (iii) otherwise complies with the
terms and conditions of this Agreement and the terms and conditions of
AGPL.
7. Confidentiality and Feedback
7.1. Developer shall consider versions of the SDK that have not yet been
publicly released and any other non-public information, including about
Metrological’s business, designs, developments, finances, know-how,
products, personnel or research, that Developer learns by using the
SDK, as confidential information (“Confidential Information”) under
this Agreement.
7.2. Developer shall protect Confidential Information using at least the
same degree of care that Developer uses to protect his own confidential
information of similar importance, but no less than a reasonable degree
of care. Developer may use Confidential Information solely for the pur-
pose of exercising his rights and performing his obligations under this
Agreement. Developer may not use Confidential Information for any other
purposes without Metrological’s prior written consent. Developer may
disclose Confidential Information to the extent required by law,
provided that Developer takes reasonable steps to notify Metrological of
such requirements before disclosing the Confidential Information and to
obtain protective treatment of the Confidential Information.
7.3. Developer acknowledges that if he provides Metrological with any sugges-
tions, comments, or other feedback about the SDK (“Feedback”) such
Feedback is given voluntarily. Developer also acknowledges that even if
he designates such Feedback as confidential, unless the parties enter
into a separate subsequent written agreement, the Feedback will not be
confidential and Metrological will be free to use, disclose, reproduce,
license, or otherwise distribute or exploit the Feedback at its sole
discretion without any obligations or restrictions of any kind,
including without limitation, intellectual property rights or licensing
obligations. Developer warrants that he will not provide Metrological
with any Feedback that is subject to license terms that seek to require
any Metrological product, technology, service or documentation incor-
porating or derived from such Feedback, or any Metrological intellectual
property, to be licensed or otherwise shared with any third party.
8. Updates
8.1. Metrological may extend, enhance or otherwise modify the SDK at its
sole discretion and without notice (“Updates”), but Metrological shall
not be obligated to provide Developer with any such Updates. If Updates
are made available by Metrological, the terms of this Agreement will
govern the use of and access to such Updates. Metrological is not
obligated to provide any maintenance, technical or other support for
the SDK.
8.2. Metrological may at its sole discretion include Modified OSS in any
Updates, but Metrological shall not be obliged to do this. In no event
shall Metrological be liable for any direct, indirect or consequential
damages or purely financial loss such as, but not limited to, missed
business opportunities, lost sales, volume and profit, and data loss
resulting from any Update, including Metrological’s decision not to
include (certain) Modified OSS in any Updates.
9. Press releases
The Developer may not issue any press releases or make any other public
statements regarding this Agreement, its terms and conditions, the
App(s), or the relationship of the Developer and Metrological,
without Metrological’s express prior written consent, which may be
withheld at Metrological’s discretion.
10. Warranty disclaimer
The SDK is provided “as is”, without warranty of any kind, express or
implied. Metrological and its suppliers make no representations or
warranties with respect to the SDK, either express or implied,
including, but not limited to, fitness for a particular purpose,
availability, security, title, non-infringement or backward compati-
bility. Metrological and its affiliates do not warrant that the SDK
is free of bugs, errors, inaccuracies, or interruptions, or is
accurate, complete, compliant to any specifications, reliable, or
otherwise valid.
11. Limitation of liability
In no event shall Metrological and/or its affiliates be liable for
direct, indirect and/or consequential damages or purely financial loss
such as, but not limited to, missed business opportunities, lost sales,
volume and profit, and data loss in connection with or arising out of
this Agreement.
12. Indemnification
Developer shall indemnify and hold Metrological harmless against all
claims, costs, damages, expenses and reasonable attorney fees arising
out of, directly or indirectly, the use of the SDK by Developer, and
any claim of product liability, personal injury or death associated with
any unintended use, even if such claim alleges that Metrological was
negligent regarding the design or manufacture of the SDK.
13. Termination and its Consequences
13.1. The Agreement shall be in effect until terminated by either Developer or
Metrological (the “Term”). Developer may terminate this Agreement at
his convenience by discontinuing his use of the SDK. Metrological may
terminate this Agreement immediately in writing (including email or text
message) to the Developer, without prior written notice, when the
Developer fails to comply with any term(s) of this Agreement, or for
convenience upon ten (10) days prior written notice (including email
or text message) to Developer. The terms of this Agreement that by
their nature should survive termination shall survive termination.
13.2. Developer shall immediately destroy all his copies of the SDK upon
termination of this Agreement, unless Metrological agrees in writing
to a written request of Developer for continuation of the use of the
SDK beyond the Term. In such event, Metrological may demand for its
convenience immediate destruction by the Developer of all his copies
of the SDK.
13.3. In the event of termination of this Agreement, Metrological is entitled
to remove relevant App(s) from the App Catalogue, and terminate the App
Catalogue Agreement between Metrological and Developer at its sole
discretion. In no event shall Metrological be liable for any direct,
indirect or consequential damages, or purely financial loss such as,
but not limited to, missed business opportunities, lost sales, volume
and profit, and data loss resulting from Metrological’s removal of the
App from the App Catalogue.
14. General
14.1. Entire agreement
This Agreement including its Annex(es) sets forth the entire agreement
and understanding between Metrological and the Developer with respect
to the subject matter hereof.
14.2. Assignment
Developer may not assign or subcontract any of its obligations under
this Agreement without Metrological’s prior written consent.
Metrological may assign or subcontract any of its obligations under
this Agreement at its sole discretion.
14.3. Severability
In the event that any provision of this Agreement shall be unenfor-
ceable or invalid under any applicable law or be so held by applicable
court decision, such unenforceability or invalidity shall not render
this Agreement unenforceable or invalid as a whole, and, in such event,
such provision shall be changed and interpreted so as to best accom-
plish the objectives of such unenforceable or invalid provision within
the limits of applicable law or applicable court decisions.
14.4. Non waiver
The failure of Metrological to give notice to Developer of any breach
or non-fulfilment of any provision, term or clause of this Agreement
shall not constitute a waiver thereof, nor shall the waiver of any
breach or non-fulfilment of any provision, term or clause hereof
constitute a waiver of any other provision, term or clause thereof.
14.5. Applicable law and jurisdiction
This Agreement shall be governed by and shall be construed in
accordance with the laws of the Netherlands. Any dispute, which may
arise between Metrological and Developer as a result of this Agreement,
shall be exclusively submitted to the competent court in Rotterdam,
the Netherlands.
Annex A: App Catalogue Terms and Conditions
1. Annexes and Definitions
1.1. The Annex specified hereunder (hereinafter: “Annex”) will be attached to
these Metrological terms and conditions (hereinafter: “Terms and Con-
ditions”) and form an integral part thereof:
Annex A1: Instructions for Minimum Terms and Conditions of Developer’s
End-User License Agreement
1.2. In the event that any terms of these Terms and Conditions conflict with
the terms contained in the Annex, the terms contained in the Terms and
Conditions shall prevail unless explicitly indicated otherwise in the
Annex.
1.3. In these Terms and Conditions and in any Agreements the expressions
below shall have the meaning assigned to them in this article:
“Agreement” shall mean the App Catalogue Agreement, to be entered into
by Metrological and Developer in accordance with article 3, on the Ef-
fective Date, including the annexes thereto and any future written and
executed amendments thereof, containing the information provided to
Metrological during the submission process of the App;
“Amendment” shall mean the document by which changes to these Terms and
Conditions and/or the Agreement are effected pursuant to article 4;
“App” shall mean the software application through which the totality of
the Content is delivered by Developer for provision to End-users via an
Operator Store;
“App Catalogue” shall mean the library of Apps that Metrological makes
available to Operator Store Owners and from which Operator Store Owners
make a selection to be included in the Operator Store of a specific
Operator Store Owner;
“Content” shall mean the entire substance and content of an App, in-
cluding materials of an audiovisual or other nature (including but
not limited to games and information) as specified in the Agreement
including its Annexes;
“Content Fee” shall mean the price which the End-user must pay to De-
veloper or Operator Store Owner in order to be able to view a particu-
lar Content Item;
“Content Item” shall mean an individually identifiable piece of Content,
such as a film, TV program or game, offered to End-users through the
provision of Content Services;
“Content Services” shall mean all media and information services
provided by Developer to End-users via the Operator Store, including
audio-visual media services as defined in Directive 2010/13/EU and
information society services as defined in Directive 2000/31/EC;
“Developer” shall mean a (future) customer of Metrological that has
developed an App for inclusion in the App Catalogue;
“End-user” shall mean the customer of Developer who is the final or
ultimate user of the Content Services;
“Intellectual Property Rights” shall mean any and all rights, including
future rights, in inventions, patents, designs, copyrights, trademarks,
service marks, database and topography rights (whether or not any of
the foregoing have been registered, and including applications for
registration of any of the foregoing), together with all trade secrets,
know-how and rights or forms of protection of a similar nature or
having a similar effect to any of the foregoing which may exist anywhere
in the world;
“Legal Requirements” shall mean any international, European Union,
Federal, national, State, provincial or local law, regulation, order,
statute, administrative order or treaty, judgment, court order, code
of conduct (whether or not binding), guidance and other requirements
of any relevant government or governmental agency or regulatory
authority as they apply from time to time in the Netherlands or any
other place where the Content Services may be provided;
“Metrological” shall mean Metrological Widgets B.V., a private company
with limited liability incorporated under the laws of the Netherlands,
whose corporate seat is at Rotterdam and whose principal office is
located at Mariniersweg 151, 3011 NK Rotterdam, the Netherlands;
“Operator Store” shall mean a customized app store for which an
Operator Store Owner has selected Apps from the App Catalogue.
The Operator Store enables Developer to sell Content to End-Users
through an App, if an Operator Store Owner has selected the App from
the App Catalogue for its Operator Store;
“Operator Store Owner” shall mean a third party that is the owner of an
Operator Store;
“Parties” shall mean Metrological and Developer;
“Party” shall mean either Metrological or Developer;
“Personal Data” shall mean information related to an identified or
identifiable natural person as defined in Directive 95/46/EC;
“SDK License Agreement” shall the agreement between Metrological and
Developer that enables Developer to develop and test the App by means
of Metrological’s Software Development Kit.
2. Scope
2.1. Metrological will host the App in the App Catalogue in accordance with
the terms and conditions of these Terms and Conditions and the
Agreement.
2.2. The development of the App is beyond the scope of the Agreement.
Developer has developed or will develop the App by itself.
2.3. Developer is responsible for the uninterrupted supply of the Content
to Metrological and for any external data feeds.
2.4. Any and all services to be provided by Metrological under these Terms
and Conditions and/or the Agreement will be provided on a best effort
basis, unless explicitly stated otherwise in respect of a specific
service.
3. Agreement
Developer will provide the information requested during the submission
process of the App to be included in the App Catalogue. If Metrological
approves the information submitted by Developer and has validated the
App in conformity with article 5 of the SDK License Agreement, it will
send a confirmation of approval to Developer. The sending of such con-
firmation of approval constitutes a legally binding agreement between
both Parties (the “Agreement”).
These Terms and Conditions form an integral part of the Agreement.
4. Effective Date, Term and renewal
The Agreement shall commence on the Effective Date and shall continue
for a period of 1 year(s) (the “Initial Period”). After the Initial
Period the Agreement will be renewed automatically by 1 year terms,
unless Parties agree 2 months before the end of the Initial Period or
any renewal period thereafter on an Amendment. If one of the Parties
desires any changes with respect to the terms of the Agreement it will
notify the other Party at least 4 months before the end of the Initial
Period or any renewal period thereafter and Parties will start good-
faith negotiations. To the extent that the Agreement provides with re-
spect to certain terms of the Agreement for an alternative method of
agreeing on changes that method will prevail. If Parties have not agreed
on an Amendment, the Agreement will continue on the same basis or either
Party may terminate the Agreement. Either Party may terminate the Agree-
ment by sending a written notice 2 months prior to the end of the
Initial Period or any renewal period.
5. Fees and Payment
5.1. In the event that Parties have agreed in the Agreement that it will
include paid App(s), the following will apply.
5.2. The fees to be paid by Metrological to Developer amount to 70% of the
Content Fee, less Value Added Taxes, less Metrological’s transaction
and other costs as determined by Metrological and the Operator Store
Owner. Transaction costs will among others include server costs and
billing costs. The transaction costs will not be deducted if Developer
is responsible for billing the Content Fees to End-user
5.3. Developer shall determine the Content Fees.
5.4. Billing of the Content Fees will be done either by (a) Operator Store
Owner or (b) Developer.
(a) The following applies if Operator Store Owner is responsible for
billing to End-users.
The Content Fees will be paid by End-users to the Operator Store Owner.
The Operator Store Owner will pay Metrological and Metrological will
pay the under 5.2 agreed fee to Developer.
Metrological will provide Developer within (30) thirty days after the
end of a calendar month with an overview of the Content Fees received
in the preceding month and the amount due to Developer as to be cal-
culated in accordance with article 5.2. On the basis of this overview
Developer will provide Metrological with an invoice for the total amount
of Content Fees due to and to be transferred to Developer. If any re-
conciliation adjustments arise after Developer has provided Metrological
with an invoice, an appropriate balancing payment shall be made in the
following month.
(b) The following applies if Developer is responsible for billing to
End-users.
The Content Fees will be paid by End-users to Developer. Developer will
pay Metrological and Metrological will pay to Operator Store Owner its
share.
5.5. Developer will provide Metrological within (30) thirty days after the
end of the calendar month with an overview of the Content fees in the
preceding month. On the basis of this overview Metrological shall cal-
culate in accordance with the revenue model set out in article 5.2 the
amount that it is entitled to and will provide Developer with an invoice
for such amount, which amount will be paid within ten (10) days by De-
veloper to Metrological. Developer is solely responsible for remitting
total VAT and sales tax collected from End-users. If any reconciliation
adjustments arise an appropriate balancing payment shall be made in the
following month.
5.6. All prices are in Euros and exclude VAT and possible other taxes and
levies.
5.7. No more than once during any twelve (12) month period, upon at least
thirty (30) days prior written notice, Developer may, at its expense,
engage an independent auditor to review the records of Metrological for
the sole purpose of verifying Metrological’s compliance with its
reporting and payment obligations hereunder. Should such audit discover
an underpayment that results from understated reporting of the Content
Fees in the amount of 10 percent (10%) or more of the net fees to be
paid to Developer for any calendar quarter, Developer shall be reim-
bursed for the reasonable costs of such audit in addition to receiving
the adjusted payment.
5.8. In case Developer fails to deliver Content to End-user in any way,
Metrological may where applicable, and at its sole discretion re-provide
this Content to End-user. Alternatively, Developer will re-provide the
Content at the request of Metrological. In such an event, the
re-providing of Content will be free of charge, and this transaction
will not be included in any invoice from Developer to Metrological.
In the event that the (i) End-user has paid to get access to the Con-
tent, (ii) due to Developer, Metrological and/or Operator Store Owner
there is a failure in the delivery of the Content to End-user and (iii)
End-user terminates its agreement pursuant to which it has paid for the
Content, or is for any other reason entitled to reimbursement of its
payment, the Operator Store Owner shall reimburse the payment to End-
user. Developer shall reimburse the payment to Operator Store Owner.
5.9. Any and all revenues generated by Developer with the App, like revenues
from advertisement, will be shared in accordance with the percentages
mentioned in article 5.2. Developer is explicitly not entitled to
separately sell or place advertisements around the Content and/or Con-
tent Items delivered through the App without the prior written consent
of Metrological. Such consent may be conditioned upon Developer using
the advertisement insertion framework of Metrological for selling and
placing advertisements.
6. Content
6.1. Developer will deliver at its sole expense any App, App information
and associated metadata to Metrological in a (technological) quality and
standard prescribed by Metrological, as required for including the App
in the App Catalogue. The metadata that Developer will deliver to
Metrological will include (i) the title and the version number of each
App; (ii) the territories Developer designates, in which Developer
wishes Metrological to allow Operator Store Owners to make available the
Apps through their Operator Stores to End-users and; (iii) any copyright
notices.
6.2. Developer may request Metrological to withdraw any App from the App
Catalogue and, if applicable, Operator Stores upon 90 days’notice.
Metrological will do its best to remove such App as soon as possible.
Notwithstanding the right of Developer to request Metrological to with-
draw any App from the App Catalogue and, if applicable, Operator Stores
with a prior written notice of 90 days, Developer shall have the right
to require from Metrological that it withdraws any Content Item im-
mediately from an App in the event that Developer determines at its
sole discretion that the provision of that Content Item would or might
(i) infringe upon the rights of others, (ii) violate any Legal Re-
quirement, or iii) subject either Party to any liability or litigation.
6.3. Notwithstanding the right of Metrological to withdraw (i) any Content
Item from the App or (ii) any App with a prior written notice of 90
days, Metrological shall have the right to withdraw any Content Item
immediately from the App in the event that Metrological determines, at
its sole discretion, that the provision of that Content Item would or
might i) infringe upon the rights of others, ii) violate any Legal Re-
quirement, iii) subject either Party to any liability or litigation, or
(iv) does not comply with (technological) quality or ethical standards
as determined solely by Metrological, such as negatively influencing
the stability of the platforms of Metrological, and, if applicable, any
Operator Store Owner.
6.4. Developer may indicate that it does not want its App to be included in
any particular Operator Store. Metrological will on a best effort basis
eliminate or withhold this App from that particular Operator Store.
6.5. Developer has secured and will maintain at its sole expense all perfor-
ming rights and licenses (such as BUMA-STEMRA, broadcasting licenses)
necessary to publicly perform the music in the Content and Developer
shall hold Metrological harmless and indemnifies it against any and all
claims arising out of Developer’s failure to do so.
6.6. In relation to the delivery of the Content Services to End-users,
Parties assess and assume that Developer will be deemed to be the media
service provider as defined in Directive 2010/13/EU and the entity re-
sponsible for all communication to the public and/or making available
of Content as defined in Article 3 of Directive 2001/29/EC. Developer
accepts these responsibilities and will comply with all Legal Require-
ments in this regard. Developer holds Metrological harmless and will
indemnify it against any and all claims arising out of any failure to
comply with any Legal Requirement.
7. Ownership and End-user licensing
7.1. Parties acknowledge and agree that Metrological shall not acquire any
ownership to any of the Apps, and Developer shall at all times be re-
sponsible for and have control over the Apps and Content.
7.2. Developer shall deliver to Metrological its own EULA for any App and
Content. This EULA must include and may not be inconsistent with the
minimum terms and conditions as specified in Annex A1 and must comply
with all applicable Legal Requirements. Metrological shall agree with
Operator Store Owners that Operator Store Owners shall notify each End-
user that the End-users use of Developer’s App and Content is subject
to the terms and conditions of Developer’s EULA and/or the end-user
license terms that Operator Store Owner may, as (sub)agent of Developer,
impose upon End-users on behalf of Developer. The right for Operator
Store Owner to impose end-user license terms on behalf of Developer
shall be restricted in such manner a that any such terms may not
deviate from the terms and conditions specified in Annex A1 in a manner
that is detrimental to Developer. Metrological does not accept any lia-
bility for the contents of the EULA provided by Developer, other than
the contents specified in Annex A1.
7.3. Developer hereby acknowledges that the EULA for each of the Apps and
the Content is solely binding between Developer and End-user.
8. Intellectual Property Rights
8.1. Developer and/or its third party suppliers are/is the owner of the
Intellectual Property Rights with respect to the Content and any other
information and materials provided to Metrological under the Agreement.
8.2. Developer hereby grants Metrological for the duration of the contract
term the non-exclusive and locally unrestricted right of use of the
Content. The right of use includes particularly the right to reproduce
and to publish the Content to the extent required to execute the obli-
gations under the Agreement. The right of use also includes unknown
types of use that might become essential for potential future services
under the Agreement.
9. Indemnification Developer shall indemnify, defend and hold harmless
Metrological as well as Operator Store Owners and the End-users from
any and all liability, suits, losses, damages, judgments and expenses
(including reasonable attorney fees) arising directly or indirectly out
of i) any claim by any third party that the making available, com-
munication to the public and/or reproduction of the Content in accor-
dance with the terms of this Agreement and the Developer’s EULA violates
the property rights of a third party, ii) any claim relating to the Con-
tent, quality or performance of the Content, including, but not limited
to, any damaging elements in the Content, or iii) any claim relating to
the withdrawal of the App. Metrological shall notify Developer if
Metrological becomes aware of any claim referred to under i), ii) or
iii). Metrological shall allow Developer to control the defense against
such claim.
10. Warranties
10.1. Developer warrants that it has during the term of the Agreement the
necessary rights to provide to Metrological the Content in order to
enable Metrological to provide the Services to Developer as well as to
comply with any other terms and conditions of these Terms and Condi-
tions, and the Agreement.
10.2. Developer warrants that it will ensure the uninterrupted supply of the
Content.
10.3. Developer warrants that it will secure any external data feeds.
10.4. Developer warrants that it will follow Metrological’s instructions
regarding the (technical) specifications of the App.
10.5. Metrological does not warrant to Developer that an Operator Store Owner
will select the App to be included in the Operator Store of such Opera-
tor Store Owner.
11. Liability
11.1. Metrological’s liability for damages arising out of or in any way
relating to the Agreement is limited to the maximum amount of
Metrological’s net revenue from the applicable App during the 3 months
period immediately preceding the event from which the damages arise.
11.2. In no event shall either Party be liable to the other for indirect
and/or consequential damages or purely financial loss such as missed
business opportunities, lost sales, volume and profit, and data loss
in connection with or arising out of the Agreement.
11.3. The limitations of liability referred to 11.1 and 11.2 shall not
apply : (i) In case any negligence on the part of the liable Party leads
to death or physical injury; (ii) in the event damages arise from the
willful misconduct or gross negligence of the liable Party and in the
event of a breach of article 10 (warranties).
11.4. Metrological shall not be liable for any consumer behavior regarding
Content or App(s) in whatever form.
12. Termination
12.1. Each Party may with immediate effect rescind the Agreement if:
12.1.1. the other Party is permanently unable to meet its obligations under
the Agreement;
12.1.2. the other Party’s bankruptcy has been requested or declared, or the
other Party’s suspension of payment has been requested or granted;
12.1.3. a considerable portion of the assets of the other Party has been
attached;
12.1.4. the other Party has its company liquidated or closed down for a
reason other than solvent amalgamation, reconstruction and/or
merger; or
12.1.5. the SDK License Agreement is terminated for whatever reason and
Metrological at its own discretion has decided that it will not
provide support for the App.
12.2. Each Party may rescind the Agreement at any time in the event of a
breach of the terms hereof by the other Party and such Party shall fail
to cure such breach within 30 days (or any other reasonable period as to
be determined by the non-breaching Party) after receipt of written
notice thereof.
13. Consequences of Termination
13.1. In the event of termination, Metrological will remove relevant App(s)
from the App Catalogue and, if applicable, any Operator Store.
14. Confidentiality
14.1. Each Party shall keep confidential and shall not without the other Par-
ty’s prior written consent copy or disclose to any third party any
document or information of a confidential nature acquired from the other
Party pursuant to the Agreement and such confidential documents and in-
formation shall only be used for the purpose of the Agreement, provided
however that nothing shall prevent either Party from disclosing infor-
mation which:
14.1.1. is in its possession with the full rights disclosed prior to
receiving it from the other Party;
14.1.2. is or later becomes public knowledge other than by breach of this
clause 13.1;
14.1.3. it may independently receive from a third Party with a full right
to disclose;
14.1.4. is developed independently of the information disclosed under this
clause; or
14.1.5. is required by law to be disclosed.
14.2. The Parties shall obtain the written approval of the other Party con-
cerning the content and timing of news releases, articles, brochures,
advertisements, prepared speeches and other information released con-
cerning the Agreement.
14.3. Each Party shall cause its employees to comply with the provisions of
this clause.
15. Data Protection
15.1. Developer acknowledges that all Personal Data stored within, processed
or conveyed in relation to the services belong to Metrological and
undertakes that no data shall be used or accessed by Developer or by any
of its employees for any purpose other than necessary or required for
the execution of the Agreement, subject to statutory provisions to the
contrary.
15.2. Developer may process and disclose the Personal Data for purposes con-
nected with the Agreement and the provision of services to the End-
users. To the extent a permit for the transfer of Personal Data outside
the European Union is needed Developer will cooperate with Metrological
in order to obtain such a permit.
15.3. The Parties agree that in respect of the Personal Data processed in con-
nection with the Agreement
15.3.1. Metrological retains the position of data controller (“verantwoorde-
lijke”) as defined in the Dutch Data Protection Act (“Wet
Bescherming Persoonsgegevens”), unless explicitly agreed otherwise.
Accordingly, Metrological shall solely determine the purpose for
which and the manner in which the Personal Data shall be processed
in connection with this Agreement, and
15.3.2. Developer shall be the data processor (“bewerker”) as defined in
the Dutch Data Protection Act.
15.4. Developer shall:
15.4.1. not disclose personal data to any person save to the extent (i) man-
datory under the Dutch Data Protection Act, (ii) necessary for the
proper performance of Developer's obligations under this Agreement
where such performance does not result in a breach of the Dutch
Data Protection Act, or (iii) with Metrological prior written con-
sent stating the nature of the disclosure and all details concern-
ing the disclosure provided the disclosure does not result in a
breach of the Dutch Data Protection Act.
15.4.2. be compliant with all procedures for protecting the personal data
against accidental or unlawful destruction or accidental loss,
alteration, unauthorized disclosure or access, such procedures to
be provided to Developer by Metrological.
15.4.3. only process personal data by order and on behalf of Metrological
and in accordance with Metrological’s instructions, subject to
statutory provisions to the contrary.
15.5. Developer shall indemnify Metrological against all third party claims,
including that of End-users, which may be filed against Metrological
because of violation of the Dutch Data Protection Act and/or any other
laws concerning Personal Data provided that Metrological shall forthwith
inform Developer in writing about the existence and substance of the
action at law and leave dealing with the case entirely to Developer,
including the reaching of amicable settlements.
15.6. Developer shall indemnify Metrological against all claims of third
parties, including government bodies, which may be filed against Metro-
logical because of a violation of a Legal Requirement provided that
Metrological shall forthwith inform Developer in writing about the
existence and substance of the action at law and leave the dealing with
the case entirely to Developer, including the amicable settlements.
16. Notices
16.1. Any and all notices or other information required or given by one Party
to the other shall be deemed sufficiently given when forwarded by pre-
paid registered mail, by facsimile or hand delivered to the other Party
at the following addresses:
Metrological Widgets B.V. To the attention of: Legal department
Postbus 635, 3000 AP Rotterdam The Netherlands
The contact information provided by Developer during the submission
process of the App as described in article 3 of these Terms and Con-
ditions.
16.2. Such notices shall be deemed to have been received 5 business days
after mailing if sent by registered mail, and following business day if
sent by email, facsimile or hand delivered.
17. Applicable law and Dispute resolution
17.1. These Terms and Conditions and the Agreement shall be governed by and
shall be construed in accordance with the laws of the Netherlands.
17.2. Any dispute, which may arise between Parties as a result of these Terms
and Conditions and/or the Agreement, shall be exclusively submitted to
the competent court in Rotterdam.
18. Assignment
18.1. The Agreement shall be binding upon and inure to the benefit of the
Parties thereto.
18.2. Both Developer and Metrological may not assign or subcontract any of its
obligations under the Agreement without the prior written consent of the
other party.
19. Force Majeure
19.1. In the event of force majeure Parties will be released from all its
obligations arising from the Agreement.
19.2. Under force majeure on the part of Parties shall be understood any in-
dependent circumstance that prevents compliance with the Agreement, be
it temporarily or permanently, including war, state of siege, the threat
of war, civil war, riot, strike, exclusion of workers, problems in
transport, fire, epidemics, quarantine, circumstances concerning the
weather, interruptions in the operations of Parties, also including mal-
functioning of the software or hardware of Parties, incomplete, overdue
delivery, if at all, from its suppliers and all obstructions caused by
actions from the government. All this regardless of whether the indepen-
dent circumstance was foreseeable upon entering into the Agreement.
20. Non waiver
The failure of either Party to give notice to the other Party of any
breach or non fulfillment of any provision, term or clause of these
Terms and Conditions and/or the Agreement shall not constitute a waiver
thereof, nor shall the waiver of any breach or non fulfillment of any
provision, term or clause hereof constitute a waiver of any other
provision, term or clause hereof.
21. Entire Agreement
21.1. These Terms and Conditions including its Annex(es) and the Agreement
including its Annex(es) set forth the entire agreement and understan-
ding between the Parties with respect to the subject matter hereof.
21.2. There are no understandings, representations, conditions, or warranties,
express or implied, statutory or otherwise, made or issued by the Par-
ties other than those expressly contained in these Terms and Conditions
and the Agreement
21.3. Any changes to the wording of these Terms and Conditions and/or the
Agreement require an Amendment in order to have a binding effect on
Parties.
Annex A1 to App Catalogue Terms and Conditions
Instructions for Minimum Terms and Conditions of Developer’s End-User License
Agreement
1. Definitions
For the purpose of the provisions hereunder, terms will have the meaning
as assigned to them by the App Catalogue Terms and Conditions between
Metrological and Developer, notwithstanding the following definition:
1. End-user is also referred to as “You”
2. “Content Provider” refers to Developer.
3. “EULA” refers to the End-user License Agreement between Developer and
End-user
Content Provider will agree as a minimum the following terms and con-
ditions with End-user in the EULA. Content Provider warrants that it
will not agree any terms and conditions with End-user that are in con-
flict with the Terms and Conditions and/or the Agreement, or with any
Legal Requirements.
2. Acknowledgement
You acknowledge that this EULA shall constitute an agreement with Con-
tent Provider and not with Metrological.
3. Scope of License
The EULA applies to the access and use by You of Content Services pro-
vided by Content Provider to You via an Operator Store.
4. Developer Name and Address
Content Provider must state in the EULA its name and address, and the
contact information (telephone number; E-mail address) to which any
End-user questions, complaints or claims with respect to Apps and/or
Content should be directed in the EULA.
5. Maintenance and Support
Content Provider agrees to be solely responsible for providing any
maintenance and support services with respect to its Apps and its Con-
tent.
6. Content Services
You and Content Provider agree that:
1. You acknowledge that Content Provider offers You the Content Services
in collaboration with third parties. You acknowledge that the form
and nature of the Content Services may change from time to time with-
out prior notice to You.
2. You shall use the Content Services only for purposes that are permit-
ted by this EULA and by any applicable law, regulation or generally
accepted practices or guidelines.
3. You agree to not access or attempt to access any of the Content Ser-
vices by any means other than through an Operator Store.
4. You agree that You will not engage in any activity that interferes
with or disrupts the Content Services (or the servers and networks
which are connected to the Content Services).
7. Content
You and Content Provider agree that:
1. You agree You may not modify, rent, lease, loan, sell, distribute or
create derivative works based on Content (either in whole or in part)
unless You have been specifically authorized to do so by Content Pro-
vider.
2. You acknowledge that Content Provider offers You Content through an
Operator Store. You agree that third parties, such as an Operator
Store Owner, reserve the right (but shall have no obligation) to mo-
dify, refuse or remove Content.
3. You acknowledge that by using the Content You may be exposed to
Content that You may find offensive, indecent or objectionable and
that, in this respect, You agree that use of the Content Services
is at your own risk.
8. Product Claims
You and Content Provider acknowledge that Content Provider will be
solely responsible for addressing any claims of You or any third party
relating to the App, Content or Your possession and/or use of such App
or of such Content, including, but not limited to:
1. product liability claims;
2. any claim that an App and/or Content fails to conform to any Legal
Requirement; and
3. claims arising under consumer protection or similar legislation.
The EULA may not limit Content Provider’s liability to You beyond
what is permitted by applicable law.
9. Warranty
Content Provider agrees to be solely responsible for any warranties with
regard to Apps or Content, whether express or implied by law, to the ex-
tent not effectively disclaimed.
10. Intellectual Property Rights
You and Content Provider acknowledge that, in the event of any third
party claim that the App and/or Content or Your possession and use of
that App and/or Content infringes that third party’s Intellectual Pro-
perty Rights, Content Provider will be solely responsible for the in-
vestigation, defense, settlement and discharge of any such intellectual
property infringement claim.
11. Legal Compliance
You agree that Content Provider may process your Personal Data in rela-
tion to the provision of Content Services to You. Content Provider
agrees to process Your Personal Data in accordance with the Dutch Data
Protection Act and agrees to be solely responsible for addressing any
claims which may be filed because of violation of the Dutch Data Pro-
tection Act or any other laws concerning Personal Data.
12. Amendments
Content Provider may amend the EULA from time to time. When these amend-
ments are made, Content Provider will notify You of such amendments and
make a new copy of the EULA available as required by applicable law.
You acknowledge and agree that by using the Content Services after the
date on which the EULA has been changed, You accept the changed End-user
terms and conditions.
13. Termination
You agree that (i) the EULA will continue to be in force until termi-
nated by You and Content Provider, (ii) You may terminate the EULA at
any time by providing Content Provider prior written notice of [include
a minimum term] and (iii) that Content Provider may at any time termi-
nate this EULA if:
1. You have breached any provision of the EULA (or had acted in a manner
which clearly shows that You do not intent to, or are unable to
comply with the provisions of this EULA);
2. Content Provider is required to do so by law;
3. the partner with who Content Provider offers the Content Services re-
quires Content Provider to terminate the Content Services to You or
makes the provision of Content Services to You impossible; or
4. the provision of the Content Services is no longer commercially
viable. You and Content Provider acknowledge that the provisions of
this EULA, which by their nature are intended to survive termination,
will remain in effect after termination of this EULA.
14. Third Party Terms of Agreement
You and Content Provider agree that You must comply with applicable
third party terms when using the Content Services and that the EULA
thus apply without prejudice to any applicable third party terms.
Annex B: GNU Affero General Public License Terms and Conditions
GNU AFFERO GENERAL PUBLIC LICENSE
Version 3, 19 November 2007
Copyright (C) 2007 Free Software Foundation, Inc. <http://fsf.org/>
Everyone is permitted to copy and distribute verbatim copies
of this license document, but changing it is not allowed.
Preamble
The GNU Affero General Public License is a free, copyleft license for
software and other kinds of works, specifically designed to ensure
cooperation with the community in the case of network server software.
The licenses for most software and other practical works are designed
to take away your freedom to share and change the works. By contrast,
our General Public Licenses are intended to guarantee your freedom to
share and change all versions of a program to make sure it remains free
software for all its users.
When we speak of free software, we are referring to freedom, not
price. Our General Public Licenses are designed to make sure that you
have the freedom to distribute copies of free software (and charge for
them if you wish), that you receive source code or can get it if you
want it, that you can change the software or use pieces of it in new
free programs, and that you know you can do these things.
Developers that use our General Public Licenses protect your rights
with two steps: (1) assert copyright on the software, and (2) offer
you this License which gives you legal permission to copy, distribute
and/or modify the software.
A secondary benefit of defending all users' freedom is that
improvements made in alternate versions of the program, if they
receive widespread use, become available for other developers to
incorporate. Many developers of free software are heartened and
encouraged by the resulting cooperation. However, in the case of
software used on network servers, this result may fail to come about.
The GNU General Public License permits making a modified version and
letting the public access it on a server without ever releasing its
source code to the public.
The GNU Affero General Public License is designed specifically to
ensure that, in such cases, the modified source code becomes available
to the community. It requires the operator of a network server to
provide the source code of the modified version running there to the
users of that server. Therefore, public use of a modified version, on
a publicly accessible server, gives the public access to the source
code of the modified version.
An older license, called the Affero General Public License and
published by Affero, was designed to accomplish similar goals. This is
a different license, not a version of the Affero GPL, but Affero has
released a new version of the Affero GPL which permits relicensing under
this license.
The precise terms and conditions for copying, distribution and
modification follow.
TERMS AND CONDITIONS
0. Definitions.
"This License" refers to version 3 of the GNU Affero General Public License.
"Copyright" also means copyright-like laws that apply to other kinds of
works, such as semiconductor masks.
"The Program" refers to any copyrightable work licensed under this
License. Each licensee is addressed as "you". "Licensees" and
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To "modify" a work means to copy from or adapt all or part of the work
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A "covered work" means either the unmodified Program or a work based
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To "propagate" a work means to do anything with it that, without
permission, would make you directly or secondarily liable for
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public, and in some countries other activities as well.
To "convey" a work means any kind of propagation that enables other
parties to make or receive copies. Mere interaction with a user through
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An interactive user interface displays "Appropriate Legal Notices"
to the extent that it includes a convenient and prominently visible
feature that (1) displays an appropriate copyright notice, and (2)
tells the user that there is no warranty for the work (except to the
extent that warranties are provided), that licensees may convey the
work under this License, and how to view a copy of this License. If
the interface presents a list of user commands or options, such as a
menu, a prominent item in the list meets this criterion.
1. Source Code.
The "source code" for a work means the preferred form of the work
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The "System Libraries" of an executable work include anything, other
than the work as a whole, that (a) is included in the normal form of
packaging a Major Component, but which is not part of that Major
Component, and (b) serves only to enable use of the work with that
Major Component, or to implement a Standard Interface for which an
implementation is available to the public in source code form. A
"Major Component", in this context, means a major essential component
(kernel, window system, and so on) of the specific operating system
(if any) on which the executable work runs, or a compiler used to
produce the work, or an object code interpreter used to run it.
The "Corresponding Source" for a work in object code form means all
the source code needed to generate, install, and (for an executable
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programs which are used unmodified in performing those activities but
which are not part of the work. For example, Corresponding Source
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the work, and the source code for shared libraries and dynamically
linked subprograms that the work is specifically designed to require,
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The Corresponding Source need not include anything that users
can regenerate automatically from other parts of the Corresponding
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The Corresponding Source for a work in source code form is that
same work.
2. Basic Permissions.
All rights granted under this License are granted for the term of
copyright on the Program, and are irrevocable provided the stated
conditions are met. This License explicitly affirms your unlimited
permission to run the unmodified Program. The output from running a
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You may make, run and propagate covered works that you do not
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for you must do so exclusively on your behalf, under your direction
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Conveying under any other circumstances is permitted solely under
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3. Protecting Users' Legal Rights From Anti-Circumvention Law.
No covered work shall be deemed part of an effective technological
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similar laws prohibiting or restricting circumvention of such
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When you convey a covered work, you waive any legal power to forbid
circumvention of technological measures to the extent such circumvention
is effected by exercising rights under this License with respect to
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modification of the work as a means of enforcing, against the work's
users, your or third parties' legal rights to forbid circumvention of
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4. Conveying Verbatim Copies.
You may convey verbatim copies of the Program's source code as you
receive it, in any medium, provided that you conspicuously and
appropriately publish on each copy an appropriate copyright notice;
keep intact all notices stating that this License and any
non-permissive terms added in accord with section 7 apply to the code;
keep intact all notices of the absence of any warranty; and give all
recipients a copy of this License along with the Program.
You may charge any price or no price for each copy that you convey,
and you may offer support or warranty protection for a fee.
5. Conveying Modified Source Versions.
You may convey a work based on the Program, or the modifications to
produce it from the Program, in the form of source code under the
terms of section 4, provided that you also meet all of these conditions:
a) The work must carry prominent notices stating that you modified
it, and giving a relevant date.
b) The work must carry prominent notices stating that it is
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7. This requirement modifies the requirement in section 4 to
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License to anyone who comes into possession of a copy. This
License will therefore apply, along with any applicable section 7
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A compilation of a covered work with other separate and independent
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You may convey a covered work in object code form under the terms
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the User Product in which it has been modified or installed. Access to a
network may be denied when the modification itself materially and
adversely affects the operation of the network or violates the rules and
protocols for communication across the network.
Corresponding Source conveyed, and Installation Information provided,
in accord with this section must be in a format that is publicly
documented (and with an implementation available to the public in
source code form), and must require no special password or key for
unpacking, reading or copying.
7. Additional Terms.
"Additional permissions" are terms that supplement the terms of this
License by making exceptions from one or more of its conditions.
Additional permissions that are applicable to the entire Program shall
be treated as though they were included in this License, to the extent
that they are valid under applicable law. If additional permissions
apply only to part of the Program, that part may be used separately
under those permissions, but the entire Program remains governed by
this License without regard to the additional permissions.
When you convey a copy of a covered work, you may at your option
remove any additional permissions from that copy, or from any part of
it. (Additional permissions may be written to require their own
removal in certain cases when you modify the work.) You may place
additional permissions on material, added by you to a covered work,
for which you have or can give appropriate copyright permission.
Notwithstanding any other provision of this License, for material you
add to a covered work, you may (if authorized by the copyright holders of
that material) supplement the terms of this License with terms:
a) Disclaiming warranty or limiting liability differently from the
terms of sections 15 and 16 of this License; or
b) Requiring preservation of specified reasonable legal notices or
author attributions in that material or in the Appropriate Legal
Notices displayed by works containing it; or
c) Prohibiting misrepresentation of the origin of that material, or
requiring that modified versions of such material be marked in
reasonable ways as different from the original version; or
d) Limiting the use for publicity purposes of names of licensors or
authors of the material; or
e) Declining to grant rights under trademark law for use of some
trade names, trademarks, or service marks; or
f) Requiring indemnification of licensors and authors of that
material by anyone who conveys the material (or modified versions of
it) with contractual assumptions of liability to the recipient, for
any liability that these contractual assumptions directly impose on
those licensors and authors.
All other non-permissive additional terms are considered "further
restrictions" within the meaning of section 10. If the Program as you
received it, or any part of it, contains a notice stating that it is
governed by this License along with a term that is a further
restriction, you may remove that term. If a license document contains
a further restriction but permits relicensing or conveying under this
License, you may add to a covered work material governed by the terms
of that license document, provided that the further restriction does
not survive such relicensing or conveying.
If you add terms to a covered work in accord with this section, you
must place, in the relevant source files, a statement of the
additional terms that apply to those files, or a notice indicating
where to find the applicable terms.
Additional terms, permissive or non-permissive, may be stated in the
form of a separately written license, or stated as exceptions;
the above requirements apply either way.
8. Termination.
You may not propagate or modify a covered work except as expressly
provided under this License. Any attempt otherwise to propagate or
modify it is void, and will automatically terminate your rights under
this License (including any patent licenses granted under the third
paragraph of section 11).
However, if you cease all violation of this License, then your
license from a particular copyright holder is reinstated (a)
provisionally, unless and until the copyright holder explicitly and
finally terminates your license, and (b) permanently, if the copyright
holder fails to notify you of the violation by some reasonable means
prior to 60 days after the cessation.
Moreover, your license from a particular copyright holder is
reinstated permanently if the copyright holder notifies you of the
violation by some reasonable means, this is the first time you have
received notice of violation of this License (for any work) from that
copyright holder, and you cure the violation prior to 30 days after
your receipt of the notice.
Termination of your rights under this section does not terminate the
licenses of parties who have received copies or rights from you under
this License. If your rights have been terminated and not permanently
reinstated, you do not qualify to receive new licenses for the same
material under section 10.
9. Acceptance Not Required for Having Copies.
You are not required to accept this License in order to receive or
run a copy of the Program. Ancillary propagation of a covered work
occurring solely as a consequence of using peer-to-peer transmission
to receive a copy likewise does not require acceptance. However,
nothing other than this License grants you permission to propagate or
modify any covered work. These actions infringe copyright if you do
not accept this License. Therefore, by modifying or propagating a
covered work, you indicate your acceptance of this License to do so.
10. Automatic Licensing of Downstream Recipients.
Each time you convey a covered work, the recipient automatically
receives a license from the original licensors, to run, modify and
propagate that work, subject to this License. You are not responsible
for enforcing compliance by third parties with this License.
An "entity transaction" is a transaction transferring control of an
organization, or substantially all assets of one, or subdividing an
organization, or merging organizations. If propagation of a covered
work results from an entity transaction, each party to that
transaction who receives a copy of the work also receives whatever
licenses to the work the party's predecessor in interest had or could
give under the previous paragraph, plus a right to possession of the
Corresponding Source of the work from the predecessor in interest, if
the predecessor has it or can get it with reasonable efforts.
You may not impose any further restrictions on the exercise of the
rights granted or affirmed under this License. For example, you may
not impose a license fee, royalty, or other charge for exercise of
rights granted under this License, and you may not initiate litigation
(including a cross-claim or counterclaim in a lawsuit) alleging that
any patent claim is infringed by making, using, selling, offering for
sale, or importing the Program or any portion of it.
11. Patents.
A "contributor" is a copyright holder who authorizes use under this
License of the Program or a work on which the Program is based. The
work thus licensed is called the contributor's "contributor version".
A contributor's "essential patent claims" are all patent claims
owned or controlled by the contributor, whether already acquired or
hereafter acquired, that would be infringed by some manner, permitted
by this License, of making, using, or selling its contributor version,
but do not include claims that would be infringed only as a
consequence of further modification of the contributor version. For
purposes of this definition, "control" includes the right to grant
patent sublicenses in a manner consistent with the requirements of
this License.
Each contributor grants you a non-exclusive, worldwide, royalty-free
patent license under the contributor's essential patent claims, to
make, use, sell, offer for sale, import and otherwise run, modify and
propagate the contents of its contributor version.
In the following three paragraphs, a "patent license" is any express
agreement or commitment, however denominated, not to enforce a patent
(such as an express permission to practice a patent or covenant not to
sue for patent infringement). To "grant" such a patent license to a
party means to make such an agreement or commitment not to enforce a
patent against the party.
If you convey a covered work, knowingly relying on a patent license,
and the Corresponding Source of the work is not available for anyone
to copy, free of charge and under the terms of this License, through a
publicly available network server or other readily accessible means,
then you must either (1) cause the Corresponding Source to be so
available, or (2) arrange to deprive yourself of the benefit of the
patent license for this particular work, or (3) arrange, in a manner
consistent with the requirements of this License, to extend the patent
license to downstream recipients. "Knowingly relying" means you have
actual knowledge that, but for the patent license, your conveying the
covered work in a country, or your recipient's use of the covered work
in a country, would infringe one or more identifiable patents in that
country that you have reason to believe are valid.
If, pursuant to or in connection with a single transaction or
arrangement, you convey, or propagate by procuring conveyance of, a
covered work, and grant a patent license to some of the parties
receiving the covered work authorizing them to use, propagate, modify
or convey a specific copy of the covered work, then the patent license
you grant is automatically extended to all recipients of the covered
work and works based on it.
A patent license is "discriminatory" if it does not include within
the scope of its coverage, prohibits the exercise of, or is
conditioned on the non-exercise of one or more of the rights that are
specifically granted under this License. You may not convey a covered
work if you are a party to an arrangement with a third party that is
in the business of distributing software, under which you make payment
to the third party based on the extent of your activity of conveying
the work, and under which the third party grants, to any of the
parties who would receive the covered work from you, a discriminatory
patent license (a) in connection with copies of the covered work
conveyed by you (or copies made from those copies), or (b) primarily
for and in connection with specific products or compilations that
contain the covered work, unless you entered into that arrangement,
or that patent license was granted, prior to 28 March 2007.
Nothing in this License shall be construed as excluding or limiting
any implied license or other defenses to infringement that may
otherwise be available to you under applicable patent law.
12. No Surrender of Others' Freedom.
If conditions are imposed on you (whether by court order, agreement or
otherwise) that contradict the conditions of this License, they do not
excuse you from the conditions of this License. If you cannot convey a
covered work so as to satisfy simultaneously your obligations under this
License and any other pertinent obligations, then as a consequence you may
not convey it at all. For example, if you agree to terms that obligate you
to collect a royalty for further conveying from those to whom you convey
the Program, the only way you could satisfy both those terms and this
License would be to refrain entirely from conveying the Program.
13. Remote Network Interaction; Use with the GNU General Public License.
Notwithstanding any other provision of this License, if you modify the
Program, your modified version must prominently offer all users
interacting with it remotely through a computer network (if your version
supports such interaction) an opportunity to receive the Corresponding
Source of your version by providing access to the Corresponding Source
from a network server at no charge, through some standard or customary
means of facilitating copying of software. This Corresponding Source
shall include the Corresponding Source for any work covered by version 3
of the GNU General Public License that is incorporated pursuant to the
following paragraph.
Notwithstanding any other provision of this License, you have
permission to link or combine any covered work with a work licensed
under version 3 of the GNU General Public License into a single
combined work, and to convey the resulting work. The terms of this
License will continue to apply to the part which is the covered work,
but the work with which it is combined will remain governed by version
3 of the GNU General Public License.
14. Revised Versions of this License.
The Free Software Foundation may publish revised and/or new versions of
the GNU Affero General Public License from time to time. Such new versions
will be similar in spirit to the present version, but may differ in detail to
address new problems or concerns.
Each version is given a distinguishing version number. If the
Program specifies that a certain numbered version of the GNU Affero General
Public License "or any later version" applies to it, you have the
option of following the terms and conditions either of that numbered
version or of any later version published by the Free Software
Foundation. If the Program does not specify a version number of the
GNU Affero General Public License, you may choose any version ever published
by the Free Software Foundation.
If the Program specifies that a proxy can decide which future
versions of the GNU Affero General Public License can be used, that proxy's
public statement of acceptance of a version permanently authorizes you
to choose that version for the Program.
Later license versions may give you additional or different
permissions. However, no additional obligations are imposed on any
author or copyright holder as a result of your choosing to follow a
later version.
15. Disclaimer of Warranty.
THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY
APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT
HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY
OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM
IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF
ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
16. Limitation of Liability.
IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING
WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MODIFIES AND/OR CONVEYS
THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY
GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE
USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF
DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD
PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS),
EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
17. Interpretation of Sections 15 and 16.
If the disclaimer of warranty and limitation of liability provided
above cannot be given local legal effect according to their terms,
reviewing courts shall apply local law that most closely approximates
an absolute waiver of all civil liability in connection with the
Program, unless a warranty or assumption of liability accompanies a
copy of the Program in return for a fee.
END OF TERMS AND CONDITIONS
How to Apply These Terms to Your New Programs
If you develop a new program, and you want it to be of the greatest
possible use to the public, the best way to achieve this is to make it
free software which everyone can redistribute and change under these terms.
To do so, attach the following notices to the program. It is safest
to attach them to the start of each source file to most effectively
state the exclusion of warranty; and each file should have at least
the "copyright" line and a pointer to where the full notice is found.
<one line to give the program's name and a brief idea of what it does.>
Copyright (C) <year> <name of author>
This program is free software: you can redistribute it and/or modify
it under the terms of the GNU Affero General Public License as published by
the Free Software Foundation, either version 3 of the License, or
(at your option) any later version.
This program is distributed in the hope that it will be useful,
but WITHOUT ANY WARRANTY; without even the implied warranty of
MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the
GNU Affero General Public License for more details.
You should have received a copy of the GNU Affero General Public License
along with this program. If not, see <http://www.gnu.org/licenses/>.
Also add information on how to contact you by electronic and paper mail.
If your software can interact with users remotely through a computer
network, you should also make sure that it provides a way for users to
get its source. For example, if your program is a web application, its
interface could display a "Source" link that leads users to an archive
of the code. There are many ways you could offer source, and different
solutions will be better for different programs; see section 13 for the
specific requirements.
You should also get your employer (if you work as a programmer) or school,
if any, to sign a "copyright disclaimer" for the program, if necessary.
For more information on this, and how to apply and follow the GNU AGPL, see
<http://www.gnu.org/licenses/>.
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