Materials License Agreement
Last updated: Jan 21, 2020
IMPORTANT: This Materials License Agreement (hereinafter referred to as “MLA” or “Agreement”) is a writing agreement between you (an individual, company, or any other entity, hereinafter referred to as “you”) and Hangzhou Hikvision Digital Technology Co., Ltd. with its all subsidiaries (hereinafter referred to as “Hikvision” or “we”). PLEASE READ THIS MLA CAREFULLY. By downloading, installing or using all or any portion of the Materials as defined below, you agree to accept all these terms and conditions herein. If you do not agree with this MLA, please do not download, install or use the Materials, if any and you shall immediately delete all copies of the Materials.
1 Definition
HIKVISION Materials or Materials means material(s) provided by HIKVISION at www.hrbaojie.com, which may include HIKVISION-proprietary software development kits (SDKs), header files, APIs, libraries, simulators, software (source code and object code) or any technical or other specifications or documentation may be provided by HIKVISION.
Intellectual Property Rights or IP Rights means copyright, trademark, patent, know-how, trade secret, mask works, including all applications and registrations thereto, and any other similar protected rights in any jurisdiction.
2 License Grant and Restrictions
Subject to your compliance with the terms of this MLA, Hikvision grants you a non-exclusive, non-transferable, limited license to use the Materials, subject to this terms and other applicable rules, incorporated into this MLA. All licenses not expressly granted in this MLA are reserved and no other licenses, immunity or rights, express or implied are granted by HIKVISION, by implication, estoppel, or otherwise. Notwithstanding of the foregoing, you acknowledge that you will have to obtain specific license from Hikvision and/or its authorized distributor for use of all or part of functions of the Materials if the function is protected from unauthorized access.
3 Limitation; Restrictions
3.1 Except as expressly set out in this MLA or as permitted by any applicable law, you agree:
a) To maintain Hikvision’s copyright notice on all entire and partial copies; and
b) Not to duplicate or copy the Materials except where such copying is incidental to normal use or where it is necessary for the purpose of back-up or operational security;
c) Not to sell, rent, lease, sub-license, loan or distribute all or portion of the Materials.
d) Not to make alterations to, or modifications of, the whole or any part of the Materials, or permit the Materials or any part of it to be combined with, or become incorporated in, any other products or programs, unless otherwise expressly permitted by Hikvision;
e) Not to disassemble, decompile, reverse engineering or create derivative works based on the whole or any part of the Materials, or attempt to do any such activities, except and only to the extent that such activity is expressly permitted by Hikvision or applicable law notwithstanding this limitation;
f) Not to provide or otherwise make available the Materials in whole or in part (including object and source code) in any form to any person without our prior written.
3.2 You acknowledge that you have no right to:
a) Use the Materials in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this MLA, or act fraudulently or maliciously, including not limit to hacking into or inserting malicious code, including viruses, or harmful data, removing any copyright, trademark, or other proprietary rights notices or legends in or any elements of HIKVISION Materials thereof (including without limitation the documentation, if any, included as part of HIKVISION Materials), and reproducing and including such copyright and other proprietary rights notices and legends in any and all copies of any elements of Materials made pursuant to this MLA;
b) Infringe Hikvision’s IP Right(s) or those of any third party in relation to your use of the Materials;
c) Transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Materials;
d) Use the Materials in a way that could damage, disable, overburden, impair or compromise Hikvision’s system or security, or interfere with other users; or
e) Use the Materials for any illegal purpose.
4 Intellectual Property
Except as expressly licensed to you under this MLA, Hikvision reserves all right, title and interest, including without limitation, all Intellectual Property Rights, in and to Hikvision Materials.
5 Limited Warranty
5.1 Hikvision warrants that the Materials will, when properly used and on an operating environment, for which they were designed, perform substantially in accordance with the functions as described. Hikvision will use our reasonable endeavors to rectify the defect or fault if any defect or fault reported by users.
5.2 The Materials might include open source software and/or others provided by the third party, therefore you have duty to comply with all related licensing terms applicable to the said software, and Hikvision has no warranty obligation.
5.3 You acknowledge that the Materials have not been developed to meet your individual requirement and that it is therefore your responsibility to ensure that the facilities and functions of the Materials meet your personal requirements.
5.4 The warranty does not apply if you breach any terms of this MLA. The Materials are not warranted to be compatible with all environments. Hikvision is not responsible for the failure caused by combination with any other products not provided or combinations that may not be reasonably anticipated by HIKVISION.
6 Limitation of Liability
6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS AND ERRORS”. HIKVISION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE USE OF THE MATERIALS BY YOU IS AT YOUR OWN RISK. IN NO EVENT WILL HIKVISION BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, AMONG OTHERS, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, CORRUPTION OF SYSTEMS, OR LOSS OF DOCUMENTATION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, IN CONNECTION WITH THE USE OF THE MATERIALS, EVEN IF HIKVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
6.2 YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET PROVIDES FOR INHERENT SECURITY RISKS, AND HIKVISION SHALL NOT TAKE ANY RESPONSIBILITIES FOR ABNORMAL OPERATION, PRIVACY LEAKAGE OR OTHER DAMAGES RESULTING FROM CYBER-ATTACK, HACKER ATTACK, VIRUS INSPECTION, OR OTHER INTERNET SECURITY RISKS; HOWEVER, HIKVISION WILL PROVIDE TIMELY TECHNICAL SUPPORT IF REQUIRED.
6.3 YOU MAY ACCESS TO SERVICE AND CONTENT OF THIRD PARTY CONTAINED IN OR ACCESSED THROUGH THE MATERIALS. HIKVISION MAKE NO WARRANTY OF SUCH THIRD PARTY SERVICE AND CONTACT, INCLUDING WITHOUT LIMITATION, THE SAFETY, COPYRIGHT COMPLIANCE, LEGALITY, VALIDITY OR DECENCY. THEREFORE, HIKVISION IS NOT RESPONSIBLE FOR THE ABOVE PROBLEMS, BUT WILL PROVIDE TIMELY TECHNICAL SUPPORT IF REQUIRED.
6.4 YOU AGREE TO USE THE MATERIALS IN COMPLIANCE WITH ALL APPLICABLE LAWS, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE CONFORMS TO THE APPLICABLE LAW. ESPECIALLY, YOU ARE RESPONSIBLE, FOR USING THE MATERIALS IN A MANNER THAT DOES NOT INFRINGE ON THE RIGHTS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION, RIGHTS OF PUBLICITY, INTELLECTUAL PROPERTY RIGHTS, OR DATA PROTECTION AND OTHER PRIVACY RIGHTS. YOU SHALL NOT USE THE MATERIALS FOR ANY PROHIBITED END-USES, INCLUDING THE DEVELOPMENT OR PRODUCTION OF WEAPONS OF MASS DESTRUCTION, THE DEVELOPMENT OR PRODUCTION OF CHEMICAL OR BIOLOGICAL WEAPONS, ANY ACTIVITIES IN THE CONTEXT RELATED TO ANY NUCLEAR EXPLOSIVE OR UNSAFE NUCLEAR FUEL-CYCLE, OR IN SUPPORT OF HUMAN RIGHTS ABUSES.
6.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HIKVISION’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EXCEED THE FEES ACTUALLY PAID BY YOU TO HIKVISION FOR THE MATERIALS. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. HIKVISION DISCLAIMS ALL LIABILITY OF ANY KIND OF HIKVISION’S LICENSORS AND SUPPLIERS.
7 Export Control
You must comply with any applicable import and export laws and regulations, economic sanctions, as well as the use and destinations restrictions which is applicable to the Materials. Without prior approval or permission of competent authority, you may not export or re-export the Materials, directly or indirectly, to any countries/regions that is subject to export restrictions. This section shall survive the termination of this Agreement.
8 Termination
Hikvision may terminate this MLA immediately if you violate any term or condition of this MLA. Upon termination of this MLA, i) all rights granted to you under this MLA shall cease immediately; ii) you shall immediately cease all activities authorized under this MLA, including without limitation, the use of any and all the Materials, and delete or return to Hikvision all the Materials of any copies thereof and related materials and certify to Hikvision that you have done so, at your own cost. This section and any other material provisions of this MLA shall survive any termination of this MLA.
9 Notice
If you wish to contact us in writing, or if any condition in this MLA requires you to give us notice in writing, please send us an email at support@hrbaojie.com. We will confirm receipt of said email by contacting you by email.
10 Miscellaneous
10.1 Should any part or provision of this MLA be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provisions shall not be affected by such holding.
10.2 A waiver of any breach of any provision of this MLA shall not be construed as a continuing waiver of other breaches of the same or other provisions of this MLA. Hikvision reserves the right to make changes to this MLA over time and we will notify you by means of notice through the Materials or display the new version at www.hrbaojie.com. Continued use of the Materials following new version released will indicate your acknowledge and agreement to be bound by the revised terms.
10.3 This MLA constitutes the entire agreement and understanding between the parties and supersedes all prior agreements and understandings with respect to the subject matter of this MLA whether written or oral, including any and all purchase orders to the extent that they are inconsistent with this agreement. No modification or claimed waiver of any of the provisions hereof shall be valid unless in writing and signed by authorized representatives of the party against whom such modification or waiver is sought to be enforced.
10.4 This MLA is governed by and construed in accordance with the laws of P.R. China. Any and all disputes arising from or in connection with this MLA shall be resolved by means of arbitration and shall be submitted exclusively to the China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing in accordance with the CIETAC arbitration rules in effect at the time of applying for arbitration.
© 2020 Hangzhou Hikvision Digital Technology Co., Ltd. ALL RIGHTS RESERVED.
