Software License Agreement-Link Living-阿里云帮助中心

Agreement Version: April 2020

Welcome to Alibaba Cloud software

Before you use Alibaba Cloud software, you must read the relevant specifications, rules, and procedures published on the official website, along with all terms of this agreement. If you do not agree with any part of this software or these terms, or if you do not understand Alibaba Cloud's explanation of the terms, do not proceed. By selecting "Agree" and proceeding, you agree to abide by all terms of this agreement and the relevant specifications, rules, and procedures on the official website. If you have any questions, you can submit a ticket to Alibaba Cloud. You may not later claim this agreement is invalid or request to revoke it on the grounds that you did not read the terms or did not receive an answer to your questions from Alibaba Cloud.

This agreement is a valid contract between you (hereinafter referred to as "you" or "Party B") and Alibaba Cloud Computing Co., Ltd. (hereinafter referred to as "Alibaba Cloud" or "Party A") governing your use of Alibaba Cloud software.

Definitions
1. Software: Refers to the comprehensive solution designed and developed by Party A for connecting devices. It includes AliOS Things, Link Voice, the public version of the IoT Platform app, connection solutions, device management solutions, application development frameworks, security solutions, and sample application code. The software also includes derivative works created from modifications to the software provided by Party A, along with updated versions.
2. Product: Refers to a circuit module that combines multiple electronic components to perform functions such as computing and storage. In this agreement, the term "product" specifically refers to the chips or modules designed, developed, and produced by Party B.
3. Source code: Refers to a series of human-readable computer language instructions or text code that has not been compiled, including accompanying documentation.
4. Binary code: Refers to computer language instructions or text code that a computer can directly recognize and execute without translation.
5. Updated version: Refers to iterative versions of the software that Party A releases from time to time. An updated version may include major improvements, new features, patches to fix defects, modifications, or additions. It is usually indicated by a change in the version number.
6. Intellectual property: Refers to the following rights and interests owned by a party: 1) Rights related to creative works, including copyrights, moral rights, neighboring rights, and the aforementioned rights in derivative works. 2) Rights to trademarks, service marks, and trade names. 3) Trade secrets. 4) Patents for inventions, utility models, and designs, and other industrial property rights. 5) Domain names. 6) Computer software. 7) Other intellectual property rights arising from other reasons (such as derivation), whether by operation of law, treaty, agreement, license, or otherwise, and through registration, initial application, renewal, extension, continuation, divisional application, or re-authorization of any of the foregoing.
7. Open source software: Refers to software that, or any other software that is integrated with, derived from, or distributed with it, meets one or more of the following conditions: 1) It is disclosed or distributed in source code form. 2) It requires that a license be granted to third parties to create or distribute derivative works. 3) It can be redistributed for free.
8. Confidential information: Refers to any non-public information that one party provides or discloses to the other, or that one party becomes aware of or has access to from the other. This includes the software, code, interfaces, all trade secrets, technical secrets, and documentation licensed under this agreement. This applies regardless of whether the information is designated as confidential when disclosed, is related to this agreement, or is in written or oral form.
Software license
1. License Purpose Alibaba Cloud permits you to download the Link Living IoT Platform public app and its source code, and sell the resulting app for commercial use.
2. Scope of license Party A grants Party B a license to use Party A's software during the term of this agreement. This license is non-exclusive, non-transferable, non-sublicensable, revocable, not free of charge, and is limited to the People's Republic of China. Party B may only operate within this limited scope and does not have the right to grant a license to any third party.
3. License restrictions Party B agrees to the following restrictions: 1) If Party B's partners need to flash the software onto Party B's products, Party B must instruct its partners to obtain the necessary license for the software from Party A and sign a written license agreement. Party B must also disclose the software to its partners in accordance with Party A's instructions. 2) Except as expressly permitted by Party A in this agreement, Party B must not copy, modify, translate, decompile, disassemble, reverse engineer, sell, transfer, rent, sublicense, or engage in any other attempt to obtain the source code of the software or any part of it. 3) Party B must not modify the software or develop derivative works of the software beyond the scope of the license granted by Party A. 4) Party B must not develop imitations of Party A's legally protected software, design concepts, interfaces, features, or charts. 5) Party B must not engage in any activity that may damage or fragment the software. Such activities include, but are not limited to, distributing a software development kit (SDK) derived from the software, encouraging or facilitating the distribution of the SDK, developing or distributing similar software, or encouraging or facilitating the distribution of similar software.
4. License termination Upon the expiration of the license term of this agreement, Party B must immediately: 1) Stop all licensed activities under Section 2.2 of this agreement. This includes, but is not limited to, reading, copying, modifying, and distributing the software and related files. Party B may continue to sell its products that already have the software ported to them to its partners. 2) Return to Party A or destroy the original and all copies of the software and related files.
5. Version updates During the term of this agreement, Party A may release updated versions of the software from time to time. Party A has the right to notify Party B and provide updated versions at its discretion, but Party A is not obligated to do so. If Party A releases an updated version of the software and requires Party B's cooperation, Party B is obligated to provide the necessary support.
6. Open source software The software licensed by Party A to Party B may contain open source software. Party B's use of the open source software must comply with the following requirements: (1) Comply with the provisions of the corresponding open source licenses. The terms of the open source licenses take precedence over the terms of this agreement. (2) Retain the original license statements, copyright notices, patent information, trademark identifiers, and other marks in the open source software. (3) Party B must not, under any circumstances, take any action that would cause any non-open source part of the software to become subject to the terms of an open source license.
Software management
1. Software access Party A will create one or more access accounts and passwords ("Party B's Accounts") for Party B in its external code repository. These accounts allow Party B to access the software's source code, binary code, and accompanying documentation.
2. Safeguards Party B must take reasonable and necessary security measures to ensure the security of the software code. The level of protection for these security measures must be at least as stringent as the level Party B uses to protect its own similar materials, and no less than a commercially reasonable level of protection. Safeguards include, but are not limited to: 1) Conducting regular training and awareness sessions for internal personnel. 2) Establishing management mechanisms for the software code and accompanying documentation, such as code classification and management of download accounts and permissions. Party B can perform custom development on the source code downloaded from the console. Party B can also sell the resulting app to third parties. The source code itself may only be used by the enterprise or individual to which the account belongs. Party B may not sublicense the source code or use it for any other commercial purpose.
3. Supervision and management Party A has the right to monitor Party B's access to the code repository. If Party A detects abnormal logon or download activity from one of Party B's accounts with access to Party A's source code, Party A has the right to conduct a further investigation and temporarily suspend Party B's account.
Warranties
1. Party A warrants that it complies with the laws, regulations, and relevant policies of China.
2. Party B warrants that it complies with the laws, regulations, and relevant policies of China. This includes, but is not limited to, obtaining legal approval for telecommunications services, if applicable. Party B also warrants that it owns the intellectual property rights or has obtained the legal licenses for the design of its products and underlying software, and that they do not infringe upon the intellectual property rights of any third party. If a third party files a lawsuit or makes other infringement claims against Party A related to the foregoing, Party A must immediately notify Party B in writing. Party B must handle the matter at its own expense and indemnify Party A for any resulting loss. Party A agrees to provide necessary assistance to Party B.
3. If Party B commissions a third party (limited to the manufacturers and sales channels specified in Section 2.2 of this agreement) to design, produce, and sell the products, Party B must sign a written agreement with that third party. This agreement must specify the third party's licensed use of the software, the scope of which must be in strict accordance with this agreement. The agreement must also require the third party to adhere to confidentiality obligations no less stringent than those in this agreement and any separate confidentiality agreement signed by the parties. Party B must use all reasonable efforts to ensure the third party complies with the agreement and protects Party A's intellectual property. Party B agrees to bind its employees and the aforementioned third parties who need to use the software to the license requirements and confidentiality obligations of this agreement. Any modification to the software by the third party is considered a modification by Party B and must be handled by Party B in accordance with this agreement. A breach of these license requirements or confidentiality obligations by Party B's employees or the third party is considered a breach by Party B, and Party B will be held responsible.
4. Except for the warranty in Section 4.1, Party B understands and agrees that Party A's software is provided "as is" without any express or implied warranties. This applies to the software, technology, services, information, and other matters related to this agreement. This includes, but is not limited to, warranties of security, availability, non-infringement, or fitness for a particular purpose.
5. Party A provides no warranties related to any open source software or any third-party technology that may be used, integrated, or provided with the software. Party B agrees to seek all warranties regarding third-party technology solely from the third party.
Confidentiality
1. Each party to this agreement agrees to maintain the confidentiality of the other party's confidential information. Each party must strictly limit access to such confidential information to its employees who are bound by the confidentiality obligations of this section. The receiving party must not disclose the confidential information to any third party, unless required by law or a government authority, or if the confidential information has entered the public domain.
2. Both parties to this agreement explicitly acknowledge that their respective user information and business data are important assets and key confidential information. Both parties agree to use their best efforts to protect this confidential information from disclosure. If a disclosure of confidential information occurs, both parties must cooperate and take all reasonable measures to prevent or mitigate the resulting damages.
This term survives the termination of this Agreement.
Intellectual property
1. Neither party may use the other party's corporate name, trademarks, or design patents without prior written permission.
2. The intellectual property rights and other interests in the software and its accompanying documentation belong to Party A. Party B must not remove any copyright statements or other notices from the software. Party B owns all rights, including but not limited to intellectual property rights, to the parts of the software that Party B modifies in accordance with Section 2.2 of this agreement. At the same time, Party B grants Party A a worldwide, royalty-free, non-exclusive, perpetual, and sublicensable license to these modifications.
3. Unless otherwise specified in this agreement, without Party A's consent, all rights in and to modifications made by Party B to the software and derivative works based on the software, including but not limited to the intellectual property rights therein, belong to Party A.
4. Except as expressly provided in this agreement, this agreement does not grant any rights under any intellectual property, including patents or copyrights, whether by implication, estoppel, or otherwise.
Agreement termination
1. This agreement may be terminated early under the following circumstances:
  1. Early termination by mutual agreement.
  2. If either party breaches this agreement and fails to cure the breach within 30 days of receiving written notice from the other party, the non-breaching party has the right to terminate this agreement.
  3. If Party B breaches Section 2.3 (License restrictions) or Sections 4.2 and 4.3 (Warranties) of this agreement, Party A has the right to terminate this agreement immediately.
2. Certain clauses of this Agreement survive its termination by their nature or by explicit agreement, including but not limited to: Article 4 (Warranties), Article 7 (Intellectual Property), Article 8 (Confidentiality), and Article 11 (Dispute Resolution).
Force majeure
1. If the performance of this agreement becomes impossible, unnecessary, or meaningless due to force majeure or other unforeseen events, the party affected by the force majeure or unforeseen event is not held liable for non-performance.
2. Force majeure or unforeseen events refer to objective events that are unforeseeable, insurmountable, and unavoidable, and that have a significant impact on one or both parties. These events include, but are not limited to, natural disasters such as floods, earthquakes, and epidemics, along with social events such as wars, civil unrest, government actions, hacker attacks, and government regulations.
Liability for breach of contract
1. Any party that breaches this agreement must be liable for the breach in accordance with the law and compensate the non-breaching party for all losses.
2. Losses under this agreement include actual losses, loss of expected profits, and related legal costs incurred in litigation, such as reasonable investigation fees and attorney's fees.
3. Regardless of any other provisions in this agreement, both parties agree that under no circumstances will Party A be liable for any indirect, incidental, special, or consequential damages. This includes, but is not limited to, loss of profits, loss of business opportunities, or data loss, even if Party A has been advised of the possibility of such damages. Party A's total liability to Party B or any third party arising from this agreement, including but not limited to liability for pre-contractual negligence, breach of contract, product quality, or infringement, is limited to the amount paid by Party B to Party A under this agreement as of the date the cause for compensation, breach, or infringement occurred.
Dispute resolution
1. Both parties must attempt to resolve any dispute arising from or related to this agreement through amicable negotiation. If a dispute cannot be resolved through negotiation, it must be submitted to the People's Court of Xihu District, Hangzhou City for adjudication.
2. This agreement is governed by the laws of the People's Republic of China.
Miscellaneous
1. Party B agrees to take all reasonable measures to comply with applicable laws and regulations. This includes all applicable laws and regulations related to import/export, encryption/decryption, network security, and critical infrastructure. Party B expressly agrees not to export or re-export technical secrets, licensed products, or any products, materials, or technology related to any technical secrets to: (1) any country or region subject to U.S. embargo or sanctions; (2) any entity engaged in or potentially engaged in the proliferation of military or other weapons of mass destruction; or (3) any entity on any blacklist published by an applicable country or international organization, or any entity related to such blacklisted entities or embargoed countries.
2. Both Party A and Party B are independent contractors. Neither party has the authority to create any obligation on behalf of the other. This agreement does not create a joint venture, partnership, employment, or agency relationship.
3. Party A has the right to assign all or part of its rights and obligations under this agreement to an affiliate of Party A by providing 30 days' prior written notice. However, Party A remains jointly and severally liable for the performance of this agreement.
4. For matters not covered in this agreement, both parties must negotiate in good faith based on the principles of mutual benefit and amicable consultation to reach a separate agreement, which will be documented in an appendix or supplementary agreement.
5. Any appendices and/or supplementary agreements to this agreement form an integral part of this agreement and have the same legal effect.