Aeva Software End User License Agreement (EULA)

AEVA SOFTWARE END USER LICENSE AGREEMENT (EULA)
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THE AGREEMENT BEFORE USING THE SOFTWARE. BY INSTALLING OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

This Agreement sets forth the terms and conditions of your use of the source code and libraries shared by Aeva, including Aeva API, Aeva API examples, Aeva SDK, Aeva SDK examples, and the Aeva ROS Driver/Packages (the “Software”). For the purposes of this Agreement, “you” and “user” means you, the end user, and “Licensor” means Aeva, Inc. and its subsidiaries and affiliates.

1. License Grant. Licensor hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use and incorporate, in whole or in part, the Software and related documentation (the “Documentation”) solely in source code and solely for the purpose of integrating and interacting with Aeva products, according to the provisions contained herein. You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein without the prior written consent of the Licensor. You also may not use the Software in a time-sharing arrangement or in any other unauthorized manner. Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation. This Agreement does not entitle you to receive any support, bug fixes, instruction, service, updates, or upgrades to the Software or newer versions of this Software.

You agree that you have no right, power, or authority to make any unauthorized copies of the Software. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on or in the Software and Documentation on any copies that you make.

2. No Assignment; No Transfer. You agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of the Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party, or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.

3. No Reverse Engineering; Limitations. You agree not to translate, reverse engineer, decompile, disassemble, or create copyrightable derivative works of the Software or assist someone in performing such prohibited acts. You agree not to permit any third party to view or benchmark the Software against any competitive products or disclose benchmarking information regarding the performance of the Software to others. You may not use the Software in any manner that would cause it to become subject to an open source software license. You may not use the Software for the purpose of developing or working with a party that is developing LiDAR products, services, or technologies or assist a third party in such activities. You may not distribute or disclose to third parties the output of the Software where the output reveals functionality or performance data pertinent to Licensor hardware or software products, results of benchmarking, competitive analysis, or regression or performance data relating to the Software or Licensor hardware without the prior written permission from Licensor.

4. Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Software or any Documentation (or any copies thereof), or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify the Licensor from liability if you violate any such laws or regulations.

5. Title. You agree that Licensor owns and holds all right, title, and interest to the Software and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to you under this Agreement are reserved by Licensor. You agree that you will not, and will not assist or enable any other party to, assert or threaten to assert any intellectual property rights, including in any derivative works of the Software, against Licensor or its affiliates with respect to the Software, new software, code, or examples that Licensor or its affiliates may develop and make available in the future. You also agree that you will not and will not assist or enable any other party to, assert or threaten to assert any intellectual property rights against the intellectual property rights in the Software. In addition, if you choose to provide suggestions, requests, fixes, modifications, enhancements or any other feedback regarding or in connection with your use of the Software or Documentation (collectively, “Feedback”), you hereby grant to Licensor a non-exclusive, unrestricted, perpetual, irrevocable, sublicensable, transferable, royalty-free, fully paid-up worldwide license under your intellectual property rights, to use, make, have made, sell, offer for sale, publicly perform, publicly display, reproduce, distribute (through multiple tiers of distribution), import, create derivative works of and otherwise commercialize and exploit the Feedback at Licensor’s discretion including use of the Feedback for the purpose of improving the Software and the creation of other software, products and services.

6. Term and Termination. This license will be perpetual from the date that you first use the Software, if the license is not terminated earlier. You may terminate this license at any time by (i) deleting all instances of the Software and Documentation, and destroying the Software and any Documentation together with all copies and merged portions in any form, and (ii) certifying to Licensor, in writing, that all copies of the Software and Documentation have been deleted or destroyed. Your license for the Software will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately (i) stop all use of the Software and Documentation, (ii) delete and/or destroy the Software and Documentation, together with all copies thereof, and (iii) certify to Licensor, in writing, that all copies of the Software and Documentation have been deleted or destroyed. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.

7. Governing Law. The laws of the State of California shall govern the construction of this Agreement, and you agree to be subject to personal jurisdiction in the State of California for the purposes of enforcing the provisions of this Agreement.

8. No Warranties and Disclaimer of All Warranties. THE SOFTWARE AND ANY DOCUMENTATION IS PROVIDED BY LICENSOR AS-IS AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT ANY CERTAIN CONTENT WILL BE AVAILABLE. NO INFORMATION OR ADVICE GIVEN BY LICENSOR WILL IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN THIS AGREEMENT.

9. Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE(WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED ONE (1) U.S. DOLLAR.

10. Indemnification. You agree to defend, indemnify, and hold harmless Licensor, and its affiliates, its suppliers and its resellers and respective employees, contractors, agents, officers and directors, from and against all claims, deaths, injuries, liabilities, obligations, losses, costs, debt, fines, restitutions, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from or related to (i) your applications, software, hardware, code, processes, modifications or combinations of Software, products or services that have been developed or deployed with, from, or use the Software, (ii) derivative works of the Software or claims that such derivative works of the Software, products or services violate laws, or infringe, violate, or misappropriate any third party right, and (iii) any claims from anybody that result from or relate to your use, reproduction, or distribution of the Software or your breach of any obligation under this Agreement.

11. Severability. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

12. Entire Agreement. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor , and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may be modified from time to time by Licensor.

13. Acknowledgment. By downloading, installing, or using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

14. Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

15. Waiver. The failure or delay by Licensor to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.