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YI Technologies, Inc. End User License Agreement
This is a legal agreement between you (an individual or a single entity) ("you") and YI Technologies, Inc. ("YI").
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING
THE YI OPEN API SOFTWARE DEVELOPMENT KIT AND ANY UPDATES TO IT THAT WE MAY AT OUR DISCRETION PROVIDE TO YOU (COLLECTIVELY,
THE "SDK"). BY CLICKING "I AGREE" OR OTHERWISE DOWNLOADING OR USING THE SDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF
THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SDK.
1. Grant of License. Subject to the terms and conditions of this agreement, you are hereby granted a limited, terminable,
non-transferable, non-exclusive license and right to use the SDK solely internally and only in conjunction with: (a) those YI
cameras listed at http://yitechnology.com/actioncamera (as such list may be amended by YI at any time and from time to time)
and owned by you; and (b) the images derived from such cameras.
2. Free and Open Source Components. Notwithstanding anything to the contrary herein, use, copying and distribution of
components of the SDK that are licensed under open source license agreements are governed solely by the terms of those
license agreements, not this agreement.
3. Restrictions. Except as (and only if) explicitly permitted by Section 4 below, you will not, and will not permit any third
parties to: (a) copy the SDK, other than a reasonable number of backup copies for your own use only, and such backup copies
together with the original will be kept in your possession and control; (b) provide or disclose the SDK to any third party;
(c) alter, modify, reverse engineer, decompile or disassemble the SDK, or attempt to do any of the foregoing; (d) grant
sublicenses, leases, or any other rights in the SDK to any third party; or (e) remove, alter or obscure any proprietary
rights notices (including any copyright and trademark notices) on and in the SDK. If the foregoing prohibition on reverse
engineering violates applicable local law, you shall notify YI in writing at least 90 days prior to any proposed action in
contravention of this paragraph. Such written notice shall provide the parties an opportunity to discuss the scope of any
necessary reverse engineering required to be permitted under local law.
4. Additional OEM Rights. If you are an original equipment manufacturer, then in addition to the rights set out in Section 1
Above, you are hereby granted a limited, terminable, non-transferable, non-exclusive license and right to use the SDK for the
sole additional purpose of incorporating the libraries found in the SDK (collectively, the "Libraries") into new products
developed by you, in whole or in part, using the SDK (collectively, the “Derivative Products”), on condition that you: (a)
ensure that the components of any Derivative Product that derive functionality from any of the Libraries may only be used with
YI products, including the SDK, and images derived from such products; (b) may only redistribute drivers (.inf and .sys),
dynamically linked libraries (.dlls and .so), executables (.exe) and documentation (.doc, .txt, .pdf and .chm) and only to
the extent necessary to support your Derivative Products. For clarity, headers (.h), source (.c,.cpp,.java,.swift,.m) and
statically linked libraries (.lib,.jar and .a) may not be redistributed; (c) will prohibit any, and ensure that there is no,
redistribution of any of the libraries by any third party, including any end user customers; and (d) will include any YI and
third party proprietary rights legends or notices (including copyright and trademark notices), unaltered and unobscured, on
all Derivative Products.
5. Ownership. YI and third parties are the owners of and retain all right, title and interest in and to the SDK and all
related or associated proprietary and intellectual property rights (including all patent, copyright, trade secret and
trademark rights). You have no right, title or interest in the SDK, except as specifically set forth herein, and no rights in
any trademarks of YI. All rights not explicitly granted herein to you are hereby reserved by YI. There are no implied rights.
6. Indemnification. You assume the entire risk relating to, and hereby agree to indemnify, hold harmless and defend YI from
and against any claims, actions, lawsuits, or proceedings, and any losses, liabilities, damages, costs and expenses
(including attorneys' fees and expenses) that arise or result from any of your activities under this agreement, including the
distribution or use of the SDK (including the libraries) or the development, distribution or use of any Derivative Product
(including any intellectual property infringement claims relating thereto).
7.Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE ENTIRE
RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE SDK PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND YI AND YI'S LICENSORS (COLLECTIVELY
REFERRED TO AS "YI") HEREBY DISCLAIM AND EXCLUDE ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR
PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YI DOES NOT WARRANT AGAINST INTERFERENCE
WITH YOUR ENJOYMENT OF THESDK, THAT THE FUNCTIONS CONTAINED IN THE SDK WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT THE
OPERATION OF THE SDK WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SDK WILL BE CORRECTED. YOU FURTHER
ACKNOWLEDGE THAT THE SDK IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF, OR ERRORS OR
INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SDK COULD LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL OR
ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION
SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLE OR AN
YI AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SDK PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS
ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability. Notwithstanding any other provision herein, to the maximum extent permitted by applicable law,
YI will not under any circumstances be liable for any indirect, incidental, consequential, punitive or special losses or
damages (including damages for bodily injury or death, business interruption, loss or corruption of business information or
data, loss of opportunity, loss of privacy, cost of recovery, financial loss, loss of revenue or loss of profits for any
reason whatsoever), whether sounding in contract, tort (including negligence) or otherwise, and regardless of whether or not
YI has been advised or should have been aware of the possibility of any such losses or damage arising, and not withstanding
any failure of the essential purpose of this agreement or any limited remedy hereunder. in no event will the aggregate and
cumulative liability of YI for any matters arising out of or relating to this agreement or otherwise exceed $25.
9. Changes and Support. YI may, at its sole discretion, elect to provide you with limited support services related to the SDK
for such period of time as YI at its sole discretion elects. YI may change or cease to provide the SDK and the limited support
at any time and from time to time without notice to you and that YI is not obligated to provide the SDK or any support. YI may
use any technical information, feedback or ideas you provide to YI for YI's business purposes, including product support and
development.
10. Termination. This agreement will automatically and immediately terminate without notice from YI to you if you breach or
violate any of the terms of this agreement. Either party may also terminate this agreement for convenience provided that 30
days' notice is delivered to the other party. Any notice given by YI hereunder will be effective when sent by YI to the email
address you provided to YI when you registered for a download account. Notice to YI must be sent to: [add]. Upon termination,
for any reason, your rights hereunder will cease, all licenses will automatically terminate, and you must immediately destroy
or return all copies of the SDK to YI. Sections 6-8, 10 and 12 and 13 will survive any termination hereof.
11. Export Laws; US Government Rights. This agreement involves products and/or technical data that may be controlled under
laws and regulations of the United States and other countries, including the United States Export Administration Regulations,
or any other applicable law, regulation, rule, guideline or order (collectively, "Export Laws"). You will comply with all
Export Laws to ensure that the SDK is not exported, directly or indirectly, in contravention of the Export Laws. You
represent and warrant to YI that you are not a person barred from receiving the SDK under any Export Laws. If you are an
agency or instrumentality of the United States Government, the SDK is "commercial computer software" and "commercial
computer software documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use,
reproduction and disclosure of the SDK is governed by the terms of this agreement.
12. General. If you are signing on behalf of an entity such as a corporation, you represent and warrant that you have the
authority to bind such entity. This agreement and the rights granted hereunder are personal to you and you may not transfer
or assign your rights under this agreement to a third party without the prior written consent of YI. Any purported assignment
in violation of this Section 12 is void. The laws of State of Washington ("WA") govern all matters arising out of this
Agreement. The courts of the WA will have exclusive jurisdiction over any dispute arising under this agreement. You agree
that termination and/or monetary damages may not be a sufficient remedy if you breach this agreement and that YI will be
entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court
of competent jurisdiction in the event of a breach. If YI does not exercise any legal right or remedy in this agreement or
otherwise, this will not be taken to be a formal waiver by YI of its rights, which rights will remain available to YI. If any
provision of this agreement is construed to be illegal or invalid, the illegal or invalid provisions will be deemed stricken
and deleted herefrom to the same extent and effect as if never incorporated herein, but all other provisions hereof will
continue in full force and effect. This agreement shall not be governed by the United Nations Convention on Contracts for the
International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent
jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this agreement shall continue in
full force and effect and the unenforceable provision or portion thereof will be replaced by an enforceable provision that
most closely reflects the economic effect and intent of the unenforceable provision or portion thereof.
13. Complete Agreement; Governing Language. This agreement is the entire agreement between you and YI with respect to the
subject matter of this agreement, and supersedes all prior or contemporaneous understandings regarding such subject matter.
No amendment to or modification of this License will be binding unless in a writing that both identifies itself as an
amendment to this agreement and is signed by an officer of YI. Any translation of this agreement is done for reference only
and will have no legal or other effect. In the event of a dispute between the English and any non-English versions, the
English version of this agreement shall govern.