Furuno Sensor SDK(Software Development Kit) License Agreement
THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING FURUNO SENSOR SDK (THE ENTIRE SDK AND/OR PART OF THE SDK, INCLUDING THE DLL, IS HEREINAFTER REFERRED TO AS THE “SDK”), YOU BECOME A PARTY TO THIS AGREEMENT WITH FURUNO ELECTRIC CO.,LTD.(“FURUNO”) AND CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.
Article 1 – LICENSE
1.1 Solely during the term of this Agreement and subject to the terms and conditions hereinafter set forth, Furuno hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to use the SDK for the purpose of developing, manufacturing and selling or otherwise supplying the products capable of communicating with Furuno sensors for the purposes for which it is registered on this website (Purpose”).
1.2 This license is fee-based. Licensee shall pay the license fee to the jurisdictional Furuno distributor in accordance with the payment terms set by such Furuno distributor.
Article 2 – RESTRICTIONS
2.1 All the rights to the SDK shall remain with Furuno and/or its suppliers. Except to the extent permitted by applicable law, Licensee shall not (i) decompile, decrypt, reverse engineer, disassemble, modify, or create derivative works of the SDK, or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the SDK, (ii) publish, disclose, sell, rent, lease, lend, distribute, or provide the SDK to any third party including its affiliates, (iii) use the SDK for any purpose other than the Purpose.
2.2 Licensee shall not act in any manner that would cause the SDK to be subject to open-source software terms of any third parties.
2.3 Notwithstanding the provisions stated in Article 2.1 (ii), Licensee may disclose the SDK to its affiliates or contractors that Licensee entrusts to develop or manufacture the products to the extent necessary for the Purpose; provided, that, Licensee shall be responsible for compliance with this Agreement by such third parties.
Article 3 - UPDATED SDK
Furuno may, at its sole discretion, provide Licensee with the updated SDK for a limited period of time after providing SDK to Licensee. The provisions concerning SDK under this Agreement shall also apply to the handling of the updated SDK.
Article 4 – DISCLAIMER
THE SDK IS PROVIDED TO LICENSEE ON AN "AS IS" BASIS. NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE MADE OR GIVEN BY FURUNO. AND FURUNO SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES ARISING OUT OF OR RESULTING FROM SDK OR PRODUCTS INCORPORATING OR RELATING TO SDK. FURTHER, LICENSEE SHALL INDEMNIFY AND HOLD FURUNO HARMLESS FROM ANY LIABILITY, DAMAGES, OR CLAIMS BY ANY THIRD PARTY FOR ANY REASONS INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY THE USE OF PRODUCTS MANUFACTURED BY LICENSEE, AND REGARDLESS OF THE CONTENT OF CLAIM.
Article 5 – TERMINATION
5.1 In the event that Licensee fails or becomes unable substantially to perform any obligation under this Agreement and such default is not remedied within thirty (30) days after notice from Furuno specifying the nature of the default, Furuno shall have the right to terminate this Agreement forthwith by sending a notice of termination to the Licensee.
5.2 Except otherwise specifically agreed by the parties hereto, upon the termination or expiration of this Agreement, all the rights and licenses granted to Licensee by Furuno hereunder shall cease and Licensee shall make no further use of the SDK.
5.3 Licensee agrees that Furuno may be irreparably harmed by a violation of this Agreement and Furuno shall have the right to seek all available remedies, including injunctive and equitable relief, to remedy any breach of this Agreement.
Article 6 – COMPLIANCE WITH LAWS
Licensee shall at all times comply with all local laws, ordinances, regulations and orders that are applicable to the operation of its business, and this Agreement and its performance hereunder. In particular, considering that Furuno sensors are basically designed for marine use, Licensee shall comply with the radio regulations of each country when introducing Furuno sensors with the use of SDK.
Article 7 – EXPORT CONTROL
The products manufactured utilizing the SDK, including any software, documentation and any related technical data, and any products utilizing any such products, software, documentation or technical data (collectively, “Regulated Products”) may be subject to export control laws and regulations, including, but not limited to, export regulations. Licensee shall not, and shall not permit any third parties to, export, re-export or release any Regulated Products to any jurisdiction or country, or any party is prohibited by applicable local or foreign law, regulation or rule. Licensee shall be responsible for any breach of this Article 7. Licensee shall comply with all applicable local and foreign laws, regulations and rules, and complete all required undertakings including obtaining necessary export license or governmental approval. In addition to complying laws and regulations, Licensee assures that the Regulated Products shall not be used for any military application unless Furuno gives prior consent. Licensee shall provide prior written notice of the need to comply with such laws and regulations and the need to avoid military application to any party which it has reason to believe is receiving such Regulated Products from Licensee.
Article 8 – GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by, and construed in accordance with, the laws of Japan. All disputes, controversies, or differences, which may arise between Furuno and Licensee, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration. The arbitration shall be held in Osaka, Japan, in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The arbitration award shall be final and binding upon Furuno and Licensee.
Version 1.0. Effective as of April 1, 2023