By accepting this software license agreement (“Agreement”) between you and Bad Elf, LLC (“Licensor”), you will become a BESDK Licensee (“Licensee”) and have access to the BESDK Materials, subject to the terms and conditions of this Agreement. The BESDK Materials include, but are not limited to, the BESDK Documentation, BESDK Binary Libraries, BESDK Source Code Examples, and BESDK Tooling.
The terms and conditions of this Agreement are the following:
- Licensee agrees that any products or applications that Licensee creates using the BESDK Materials will comply with the minimum requirements for interoperability as defined in the BESDK Documentation and will not deviate from the standards described therein.
- Licensee agrees not to modify in any way the BESDK Materials provided to Licensee under this Agreement. Unless enforcement is prohibited by applicable law, Licensee may not modify, decompile, or reverse engineer any binary BESDK Materials. Licensee may not include any Licensor trademarked or copyrighted items or BESDK Source Code without proper attribution to Licensor and inclusion of proper markings.
- Licensee agrees not to distribute, transfer, or provide any BESDK materials to any person or entity other than employees of Licensee’s organization with a need to know, unless specifically authorized under this agreement or in writing by Licensor.
- This Agreement grants Licensee a non-exclusive, non-transferable, limited license to reproduce and distribute the binary BESDK Library via the Apple iTunes App Store in binary code form only, provided that Licensee:
- distributes the Software unmodified and only bundled as part of Licensee Programs
- does not distribute additional software intended to replace any component(s) of the BESDK Software
- does not remove or alter any proprietary legends or notices contained in the BESDK Software
- completes the BESDK Application Review Process as described in the BESDK Documentation and receives approval in writing from Licensor, and
- agrees to defend and indemnify Licensor and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any and all Licensee Programs, Applications, and/or Software.
- The BESDK Materials may only be used to access the features and functions available in hardware accessories manufactured or authorized by Licensor. The list of authorized hardware devices is available in the BESDK Documentation. Hardware manufacturers wishing to re-use or re-implement any programming interfaces or protocols described or supported by the BESDK Materials should contact Licensor for such licensing information.
- Licensee agrees to not claim any intellectual property rights or other rights in or to the BESDK Materials, or any other associated documentation and source code provided to Licensee under this Agreement. Licensor retains all rights, title, and interest in and to the BESDK Materials, associated documentation, and source code and Licensee is not granted any rights in or to any of the foregoing except as expressly set forth in this Agreement.
- Licensee agrees that Licensee will reference or include BESDK or the BESDK logo with respect to any products or applications that Licensee develops under this Agreement only after Licensee’s Product or Application has passed the BESDK Application Review Process as described in the BESDK Documentation.
- Licensee agrees to not threaten to bring litigation, or actually bring litigation against any other BESDK Licensee based on their use of the BESDK Materials in their product(s). If Licensee institutes litigation against any entity alleging that the use of the BESDK Materials constitutes intellectual property rights infringement, then Licensor may immediately terminate this Agreement and require Licensee to cease all development under this Agreement and return to Licensor the BESDK Materials and any other information or documents provided to Licensee under this Agreement.
- LICENSOR MAKES NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE BESDK MATERIALS OR ANY OTHER PRODUCTS OR SERVICES SUPPLIED UNDER THIS AGREEMENT OR THE NETWORKS OF THIRD PARTIES. LICENSOR EXPRESSLY DISCLAIMS ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NONINFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE.
- This Agreement shall be governed by the laws of the State of Connecticut, without regard to any conflicts of laws principles. The parties agree that any dispute arising out of this Agreement shall be litigated in the federal or state courts in the State of Connecticut. The parties hereby agree to the exclusive jurisdiction and venue of such courts.
- Licensee agrees to indemnify and hold harmless Licensor for claims, whether arising in tort or contract, against Licensor, including legal fees, expenses, settlement amounts, and costs, arising out of the application, use or sale of Licensee’s designs and/or products that use BESDK Materials, or any other products or services supplied under this Agreement.
- This Agreement contains the entire understanding between Licensor and Licensee with respect to the matters contemplated by this Agreement and supercedes all prior written or oral communications, negotiations, understandings or agreements of any kind with respect to such matters.
- This Agreement may be amended from time to time by Licensor. In the event of any such amendment, Licensee will be asked to agree to the amendment in order to continue as a Licensee. If Licensee does not agree with any such amendment, then Licensee’s only remedy will be to terminate this Agreement and no longer use or access the BESDK Materials.
- Licensee agrees that Licensor may provide Licensee with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the BESDK web server.
- If any court of law that has jurisdiction rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
- Licensee agrees that if Licensor does not exercise or enforce any legal right or remedy available to it under the Agreement (or any applicable law), Licensor will not be deemed to have waived its rights or remedies, and those rights and remedies will still be available to Licensor. Any waiver of any provision of this Agreement will be effective only if Licensor expressly states in a signed writing that it is waiving a specified Term.
- This Agreement will continue to apply until terminated by either Licensee or Licensor, as set out below.
- Licensee may terminate this Agreement with Licensor by removing the BESDK API(s) code from Licensee’s implementation and discontinue use of the BESDK Materials at any time.
- Licensor may, at any time, terminate its legal agreement with Licensee or cease providing all or any part of the BESDK Materials and Support immediately without any notice if:
- Licensee has breached any provision of the Agreement (or has acted in a manner that clearly shows that Licensee does not intend to, or is unable to, comply with the provisions of the Agreement); or
- Licensor is required to do so by law; or
- Licensor relies on materials, data, or services provided by a third party partner and the relationship with such partner has expired or been terminated or requires Licensor to change the way Licensor provides the materials, data, or services; or
- providing materials or services could create a substantial economic burden as determined by Licensor in its reasonable good faith judgment; or
- providing materials or services could create a security risk or material technical burden as determined by Licensor in its reasonable good faith judgment.
Bad Elf and the Bad Elf logo are protected trademarks, including under international copyright treaties, of Bad Elf, LLC.
BESDK Materials are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
By selecting the ACCEPT option, installing, copying or otherwise using the BESDK Materials, Licensee acknowledges that Licensee has read, understood, and agreed to be bound by the terms of this Agreement. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the legal authority to bind, or do not wish to be bound by this Agreement, please press the "I do not accept" button below.