MAX Platform ("MAX") SDK License Terms
Last Modified: Feb 29th, 2024
These SDK Supplemental License Terms (these "Terms") are entered into by and between Modular, Inc. ("Modular") and the individual or entity agreeing to these terms ("Licensee"), and form part of Modular’s Terms of Use. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Terms of Use. By clicking the "Agree" button or by downloading, installing, copying, or otherwise using any software development kits made available by Modular as part of the Max Platform (each the "SDK"), Licensee agrees to be bound by these Terms. If Licensee does not agree to these Terms, Licensee should not proceed with the download, installation or use of the applicable SDK. If Licensee is an individual downloading the SDK on behalf of an entity or organization, Licensee represents and warrants that it has the requisite authority to bind that entity to these Terms.
1. SDK AND DOCUMENTATION LICENSE GRANT
Subject to Licensee’s compliance with these Terms, Modular hereby grants Licensee a non-exclusive, non-transferable, revocable license to use the SDK and accompanying Documentation (as defined below), as made available at https://docs.modular.com, solely for the purpose of developing, testing, and publishing software applications in test, non-production environments ("Applications") that integrate with, interact with, or otherwise utilize the provided functionality of the SDK. This license does not grant Licensee the right to distribute the SDK or any part thereof to third parties, except as expressly stated otherwise herein. For the avoidance of doubt, Licensee may under no circumstances redistribute the SDK itself outside of any Applications. Nothing herein shall be construed as a grant of a license or any other rights with respect to Modular’s trademarks, logos, or other branding for Mojo or any other Modular offerings (collectively the “Marks”). Licensee shall seek prior written consent for use of requested use of Marks in connection with its use of the SDK, and agrees and acknowledges Modular is under no obligations to grant any such requests.
2. SDK RESTRICTIONS AND USAGE
Licensee shall not: (a) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SDK or any part thereof; (b) remove, alter, or obscure any proprietary notices, labels, or marks from the SDK; (c) use the SDK in an Application for non-internal or commercial purposes, or otherwise in any production environments; or (d) use the SDK in any manner that violates any applicable laws, regulations, third-party rights, or other Modular terms or agreements by which Licensee is bound. Licensee acknowledges and understands that its use of the SDK may be subject to collection of certain telemetry, usage, and other data which captures Licensee’s interactions with and use of the SDK (collectively the “Usage Data”). As between the parties, Licensee acknowledges that Modular owns all right, title, and interest in and to the Usage Data and may use or exploit it for any purpose it deems fit, including but not limited to for the purposes of improving the SDK or any other component or aspect of the Max Platform. Any collection, storage, or use of Licensee personal information is governed by Modular’s Privacy Policy (https://www.modular.com/legal/privacy), which Licensee hereby acknowledges upon acceptance of these Terms.
3. REDISTRIBUTABLE COMPONENTS
Modular hereby grants Licensee the limited right to redistribute certain components of the SDK as part of Licensee's Applications, subject to the conditions and limitations set forth in this clause. The redistributable components of the SDK ("Redistributable Components") are specified in the accompanying SDK documentation or materials provided by Modular (the “Documentation”). Licensee shall only redistribute the Redistributable Components as expressly permitted in these Terms and in any Documentation. Licensee may incorporate and distribute the Redistributable Components solely as part of Applications that are created using the SDK. Licensee shall not redistribute the Redistributable Components as standalone components, libraries, or tools, or in a manner that allows third parties to use or interact with the Redistributable Components directly outside of Licensee's Applications. Licensee shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Redistributable Components, except to the extent expressly permitted by applicable law. Licensee shall include all proprietary notices, labels, and marks provided by Modular in the Documentation (or elsewhere) in connection with the Redistributable Components in all copies of Applications that incorporate the Redistributable Components. The text of this Agreement shall be conspicuously displayed in each original or modified copy of the SDK. If Licensee receives the SDK in original or modified form from any third party, Licensee agrees and accepts the terms of this Agreement are still binding upon Licensee.
4. OWNERSHIP
Modular and its applicable licensors retain all right, title, and interest in and to the SDK (including any Redistributable Components) and Documentation, including all intellectual property rights therein. Licensee acknowledges and agrees that other than as explicitly stated herein, nothing in these Terms grants it any rights to or ownership interest in the SDK or Documentation.
5. SUPPORT AND UPDATES
Modular is not obligated to provide any support, patches, fixes or updates for the SDK. However, Modular may, at its sole discretion, provide updates, patches, fixes or support at any time.
6. FEES
The SDK is currently provided free of charge. Licensee acknowledges that Modular may at any time discontinue its provision of the SDK for free or generally. In the event Modular does the foregoing, it will make commercially reasonable efforts to provide Licensee of advanced notice of its plans to either discontinue its provision of the SDK or offer the SDK for a fee to the contact information provided by Licensee to Modular.
7. WARRANTY DISCLAIMER
THE SDK IS PROVIDED "AS IS" AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, MODULAR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES AND AGREES THAT THE USE OF THE SDK IS AT THEIR OWN RISK, AND MODULAR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SDK, OR INFORMATION OBTAINED THROUGH THE SDK. MODULAR DOES NOT WARRANT OR GUARANTEE THAT THE SDK WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS FOR ITS APPLICATIONS OR GENERALLY, OR THAT ANY ERRORS OR DEFECTS IN THE SDK WILL BE CORRECTED. FURTHERMORE, MODULAR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SDK OR THE SUITABILITY OF THE SDK FOR ANY PARTICULAR PURPOSE. MODULAR MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SDK WILL BE COMPATIBLE WITH LICENSEE'S SYSTEMS, SOFTWARE, OR APPLICATIONS, OR THAT THE SDK WILL BE SECURE FROM UNAUTHORIZED ACCESS, HACKING, OR OTHER POTENTIAL SECURITY THREATS. MODULAR DISCLAIMS ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SDK. LICENSEE ASSUMES ALL RISKS AND RESPONSIBILITIES FOR USING THE SDK TO ACHIEVE THEIR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SDK. ADDITIONALLY, VERSIONS OF THE SDK IDENTIFIED AS ‘PREVIEW VERSIONS’ MAY HAVE ADDITIONAL BUGS OR DESIGN FLAWS. MODULAR MAKES NO WARRANTIES ABOUT THE PREVIEW VERSIONS WHATSOEVER, AND LICENSEE’S USE OF THE SDK IN COMMERCIAL, PRODUCTION ENVIRONMENTS IN VIOLATION OF THIS AGREEMENT IS AT ITS OWN RISK.
8. INDEMNIFICATION
Licensee shall defend, indemnify and hold harmless Modular, its affiliates and their respective officers, directors, employees, agents and representatives from any and all third party claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from: (i) its material breach of these Terms; or (ii) an allegation that any Application violates, misappropriates, or infringes any third party intellectual, contractual or proprietary right.
9. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MODULAR BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (I) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; OR (II) ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES OR PROFITS; (III) ANY MATTER BEYOND ITS REASONABLE CONTROL; OR (IV) ANY AMOUNT IN THE AGGREGATE OVER $100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU, AND MODULAR’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. TERMINATION
These Terms may be terminated by Modular immediately for any reason or no reason. Modular will attempt to provide written notice of termination to Licensee either through a posting on its website, or via the contact method for Licensee it has available. Upon termination, Licensee shall immediately cease all use of the SDK.
11. EXPORT CONTROL
Licensee shall comply with, and shall, at Modular’s request, demonstrate compliance with all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority. Licensee shall not export or re-export, or allow the export or re-export of any product, technology or information it obtains pursuant to these Terms (including but not limited to the SDK) in violation of any such laws, embargoes, restrictions or regulations. Licensee shall obtain and bear all expenses relating to any licenses and/or exemptions required to comply with foregoing.