Sequitur Labs Inc.

IoT Security Suite Software Evaluation Agreement


Your Name:

Customer:

Customer Address:      

Effective Date:

This IoT Security Suite Evaluation Agreement (“Agreement”) is entered into and effective as of the date set forth in the registration form (the “Effective Date”) between Sequitur Labs, Inc., a Washington corporation with a mailing address of P.O. Box 1127, Issaquah, WA 98027 (“Sequitur”) and the Company Name entered in the registration form (“Customer”) for the purpose of enabling Customer to use the IoT Security Suite Software Evaluation Kit (“EVAL-KIT”) for evaluation purposes only and for Sequitur to obtain information from Customer regarding the use of the EVAL-KIT. Sequitur is providing the EVAL-KIT to Customer FREE of CHARGE on the condition that Customer accepts this Agreement as part of the registration process. If you are entering into this agreement on behalf of customer, you represent and warrant that you are authorized to do so and have authority to bind customer, and hereby accept this agreement.

1. Sequitur’s Obligations. During the term hereof Sequitur will provide Customer with access to the EVAL-KIT as described in Appendix A. The evaluation period will last for a period of 45 days following the Effective Date (“Test Period”) and may be extended by the mutual agreement of Sequitur and Customer. Sequitur will use commercially reasonable efforts to assist Customer in transitioning from the EVAL-KIT to the development and production versions of the IoT Security Suite if Customer subsequently enters into an agreement with Sequitur for access to and use of the development and production versions of the IoT Security Suite. Sequitur offers support and consulting services, and may provide such to Customer subject to a mutually acceptable fee-based support or consulting agreement.

2. Licenses.

2.1 Sequitur grants Customer a limited, non-exclusive, nontransferable, royalty-free license to access and use the EVAL-KIT during the Test Period, subject to the provisions of Appendix B, solely to test the functionality of the EVAL-KIT and the compatibility of Customer’s systems, hardware and software with the EVAL-KIT and applications created using the EVAL-KIT, to evaluate the EVAL-KIT in anticipation of entering into a license for the development and production versions of the IoT Security Suite and for the purpose of providing feedback to Sequitur.

2.2 Customer grants to Sequitur a limited license to: (i) access, collect and use data and information regarding Customer’s use of the EVAL-KIT, including all usage information, bug reports, test results and other feedback regarding the EVAL-KIT provided to Sequitur by Customer as may be required to perform its obligations hereunder and to improve Sequitur’s products and technology, (ii) compile, analyze and otherwise use aggregated and de-identified information (that is, information that is not identifiable as being related to any individual person) made available through the EVAL-KIT for the purpose of improving Sequitur’s products and technology; provided that Sequitur complies with all applicable laws and regulations in collecting and using such data. Customer otherwise retains all other rights in its data and information.

2.3 The EVAL-KIT includes third party software components licensed by Atmel (Microchip) (“Third Party Software Components”). Any use of the Third Party Software Components by Customer will be governed by, and subject to, the terms and conditions of the Third Party Software license(s) made available by Sequitur to Customer.

2.4 All other rights in the EVAL-KIT and IoT Security Suite are reserved to Sequitur.

3. Customer’s Obligations; Restrictions. Customer will use and evaluate the EVAL-KIT under normal expected operating conditions in Customer’s environment, for testing purposes only. Applications, products or services developed using the EVAL-KIT cannot be commercially distributed or sold, or made publicly available, in any manner. Customer will gather and report data as reasonably requested by Sequitur. All comments and feedback regarding the EVAL-KIT or other products and technology of Sequitur provided by Customer to Sequitur (“Feedback”) will be the property of Sequitur and may be used by Sequitur for any purpose. Customer hereby assigns all of its rights in Feedback to Sequitur. Customer may not rent, lease, sell, sublicense, assign or otherwise transfer or make available any portion of the EVAL-KIT to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service. Customer may not reverse engineer, decompile or disassemble any portion of the EVAL-KIT, except and only to the extent that this limitation is expressly permitted by applicable law. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Customer agrees to comply with Sequitur’s terms of use and other policies made available by Sequitur.

4. Confidentiality.

4.1   4.1 If the parties have entered into a mutual non-disclosure or confidentiality agreement (“NDA”), the terms and conditions of that NDA will govern the treatment, use and handling of all confidential information relating to this agreement, including the terms and conditions of this Agreement. In the event that no NDA is in effect, then Sections 4.2 through 4.5 will govern the treatment, use and handling of all confidential information relating to this Agreement.

4.2   During the term of this Agreement and for a period of five (5) years after its termination or expiration, each party (the “Receiving Party”) which receives Confidential Information (as defined below) of the other party (the “Disclosing Party”) shall not use, other than in connection with the EVAL-KIT or IoT Security Suite, or disclose to anyone, other than officers, employees or representatives of the Receiving Party with a need to know for purposes of this Agreement and who are subject to confidentiality obligations consistent with the terms of this Agreement (“Representatives”), any Confidential Information disclosed to the Receiving Party by or on behalf of the Disclosing Party. The Receiving Party shall safeguard disclosure of such Confidential Information to the same extent as with the Receiving Party’s own Confidential Information, but shall at least use reasonable care. Upon termination of expiration of this Agreement, or earlier upon request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or destroy the Disclosing Party’s Confidential Information in its possession or under its control.

4.3   For purposes of this Agreement, the term “Confidential Information” means all information, material and data of the Disclosing Party which (i) is labeled or designated in writing as confidential or proprietary, (ii) the Receiving Party is advised is proprietary or confidential, or (iii) in view of the nature of such information and/or the circumstances of its disclosure, the Receiving Party knows or reasonably should know is confidential or proprietary. Confidential Information includes, without limitation, the terms and conditions of this Agreement, the EVAL-KIT and all associated documentation, and all information relating to the Disclosing Party’s business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information.

4.4   These confidentiality obligations shall not apply to any such information which (i) is or becomes publicly known without any fault of or participation by the Receiving Party or its Representatives, (ii) was in Receiving Party’s possession prior to the time it was received from Disclosing Party or came into Receiving Party’s possession thereafter, in each case lawfully obtained from a source other than Disclosing Party or its Representatives and not subject to any obligation of confidentiality or restriction on use, or (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party shall, unless prohibited by law, notify the Disclosing Party of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

4.5   Any use or disclosure of the Disclosing Party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the Disclosing Party may request injunctive or other equitable relief seeking to restrain such use or disclosure.

5. Term of Agreement/Return of Materials. This Agreement will terminate at the end of the Test Period unless the Test Period is shortened or lengthened by the mutual written agreement of the parties. Sections 2-12 will survive the expiration or earlier termination of this Agreement. At the end of the Test Period, the Customer must cease all use of the EVAL-KIT, remove all installations of EVAL-KIT, remove all applications developed using the EVAL-KIT from all devices, and return or destroy all materials and information provided to Customer by Sequitur.

6. Disclaimer of Warranties; Exclusion of Damages; Limitation of Liability. Customer understands and acknowledges that:

A.   DISCLAIMER OF WARRANTIES - TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE EVAL-KIT, DOCUMENTATION AND CUSTOMER SUPPORT (THE “EVALUATION PRODUCTS”) ARE PROVIDED AS IS WITH ALL FAULTS, AND SEQUITUR DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE EVALUATION PRODUCTS. THE ENTIRE RISK ARISING OUT OF THE USE OF THE EVALUATION PRODUCTS REMAINS WITH CUSTOMER.

B.   EXCLUSION OF DAMAGES - TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SEQUITUR OR ITS SUPPLIER OR LICENSORS WILL NOT BE LIABLE FOR ANY, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE EVALUATION PRODUCTS OR THIS AGREEMENT, AND EVEN IF SEQUITUR OR ANY SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

C.   LIMITATION OF LIABILITY - TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SEQUITUR’S MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT, FAILURE OF ESSENTIAL PURPOSE, TRADE USAGE, OR OTHERWISE, WILL IN NO CASE EXCEED FIFTY DOLLARS ($50.00).

7. No Rights Granted. Customer understands and acknowledges that the EVAL-KIT is provided for Customer’s internal use for testing and evaluation purposes. This Agreement does not constitute a grant or a commitment to grant to Customer any license right, title or interest in the EVAL-KIT (or the development and production versions) or Sequitur’s trade secrets. Sequitur is not obligated to make the EVAL-KIT commercially available or provide Customer with access to any development, production or commercial version of the EVAL-KIT in connection with Customer’s participation in this evaluation program.

8. . Governing Law; Venue. This Agreement will be construed and enforced in accordance with the laws of the State of Washington without regard to the choice of law principles thereof. Exclusive venue for any dispute under this Agreement will be the state and federal courts located in King County, Washington.

9. Notices. All notices and other communications made pursuant to this Agreement will be deemed to have been duly given if in writing and personally-delivered; addressed, in the case of Sequitur, to: Sequitur Labs, Inc,. P.O. Box 1127, Issaquah, WA 98027 and, in the case of Customer, to the address provided in the registration form; or to any other address that such party may designate by written notice to the other party. Facsimile and email notices will be effective upon receipt of confirmation of transmission.

10. Reference; Communication. Sequitur may disclose the fact that Customer is an evaluator of the EVAL-KIT to its technology partners, subject to confidentiality provisions, if any, in place with those entities. Sequitur may include reference to Customer in Sequitur’s press releases, subject to Customer’s consent, which may not be unreasonably withheld. Customer agrees Sequitur may contact Customer using the email and mailing addresses provided in the online form to provide information about Sequitur’s products and services, including the EVAL-KIT, and to otherwise fulfill its obligations under this Agreement.

11. Assignment. Customer may not assign any of its rights or obligations hereunder without Sequitur’s prior written consent, which will not be unreasonably withheld. Any attempt to assign, subcontract or delegate in violation of this subsection is void in each instance.

12. General. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby. A party does not waive any right under this Agreement by failing to insist on compliance with any term of this Agreement or by failing to exercise any right hereunder. Any waiver granted hereunder is effective only if it is written and signed by the party granting such waiver. A waiver of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision of this Agreement. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. This Agreement contains the entire understanding and agreement of the parties, and supersedes the parties’ prior agreements, understandings and discussions relating to its subject matter. The section headings of this Agreement are for convenience only and have no interpretive value. This Agreement may be executed by facsimile and in counterparts, which together will constitute one and the same agreement.

 


 

Appendix A - EVAL-KIT Description

Sequitur will provide to Customer:

  • EVAL-KIT
    • A ZIP file containing:
      • Secure SAM-BA ecrypted files (.cip) containing the firmware, bootstrap and Customer Key
      • Scripts for the SAM-BA Loader
      • Documented instructions on how to flash a Microchip SAMA5D2-based development board
    • Key pairs and certificates preloaded in the kit – meant to allow to fulfill the use cases included in the kit
    • Keys and certificates preloaded to support use cases:
      • 1 OEM Root certificate preloaded (associated private key provided as a file)
      • 1 AWS IoT root certificate
      • 2 public keys preloaded in security enclave (associated private key provided as a file)
      • 1 device certificate signed with the OEM Root private key and the associated private key needed for TLS mutual authentication with AWS IoT cloud.
    • Documentation such as a user guide, FAQs, tutorials and description of how to use the EVAL-KIT

Disclaimer:

All keys and certificates provided with the EVAL-KIT are common to all EVAL-KITs and are not secure or intended to be secure; they are provided for convenience and to simplify Customer’s evaluation and testing process.

Sequitur does not endorse or express any opinion regarding services provided by Amazon Web Services, or any other cloud service providers. Certificates for authentication with the AWS IoT cloud are provided for convenience and to simplify Customer’s evaluation and testing process.

 


 

Appendix B - Customer Requirements

  1. EVAL-KIT
    1. Customer may develop an unlimited number of Linux applications using the EVAL-KIT, subject to the terms of this Agreement.
    2. The EVAL-KIT is provided in encrypted binary format. To use the EVAL-KIT, Customer must flash the software to a Microchip SAMA5D2-XULT development board using a version of Secure SAM-BA configured for this purpose.
    3. Customer must have:
      1. SAMA5D2-XULT development board
      2. Standard Secure SAM-BA Loader to flash development boards
  2. At all times Customer must retain direct control of and ensure only authorized access to and use of the EVAL-KIT.

Leave this empty:

Sequitur Labs Inc. https://www.sequiturlabs.com
Signature Certificate
Document name: IoT Security Suite Software Evaluation Agreement
Unique Document ID: ec2a10f4a093c37744eeec3950468dc9b236fc60
Timestamp Audit
April 4, 2017 4:41 pm PSTIoT Security Suite Software Evaluation Agreement Uploaded by Sequitur Labs - legal@seqlabs.com IP 73.97.232.227