Before using developer services provided by Lenovo (United States) Inc. (Lenovo), you, for yourself or on behalf of your company, (“Developer”) must agree to the terms of this online Developer Agreement (“Developer Agreement”) and provide information about your business as specified in the application. Developer will receive a communication from Lenovo advising if Developer’s application to use Lenovo services has been accepted and that an account has been established for Developer. Lenovo reserves the right to accept or reject your application for any reason.
THIS IS A BINDING LEGAL AGREEMENT THAT DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO DEVELOPER USE OF THE SERVICES PROVIDED BY LENOVO. IF DEVELOPER AGREES WITH THE TERMS OF THIS DEVELOPER AGREEMENT, PLEASE CLICK ON THE "ACCEPT" BUTTON ON THE FORM. IF YOU DO NOT AGREE WITH THIS DEVLOPER AGREEMENT PLEASE DO NOT COMPLETE THE FORM OR ACCEPT IT.
1.0 Developer Responsibilities and Warranties
1.1 Use of Lenovo Systems
Developer shall ensure that all information submitted to Lenovo by Developer (including but not limited to contact information product descriptions), is accurate. Developer shall not use Lenovo systems for any illegal or malicious purpose or in any manner that is not consistent with their intended use.
2.0 Definition and Grants of Rights
Software Developer Kit (SDK) Software – means the software licensed by Lenovo to Developer to assist the Developer in the creation of applications for the possible use on Lenovo products.
License from Lenovo to Developer.
Subject to the terms and conditions of this Agreement, Lenovo grants Developer a non-
transferable, non-exclusive, worldwide, royalty free , perpetual (subject to Section 5.0, “Term and
Termination”) non-sublicenseable license to use the SDK Software solely to attempt to design
applications that can work on Lenovo systems
3.0 Exchange of Confidential Information
“Confidential Information” means any information disclosed by Lenovo to Developer consisting of past, present and future business, financial, technical and commercial information, including but not limited to business concepts, software code, product specification, prices and pricing methods, marketing and customer information, financial forecasts and projections, technical data, schematics, analyses, ideas, methods, trade secrets, processes, know-how, computer programs, prototypes, designs, specifications, techniques, and drawings. Confidential Information shall be marked or identified at the time of disclosure as “Confidential” or similar legend. Any oral or visual disclosure of Confidential Information by either Party to the other Party shall be summarized in writing and transmitted to the other Party within ten (10) days of the date of disclosure.
Developer shall hold Confidential Information received from Lenovo in confidence and shall not disclose, publish, or disseminate the Lenovo Confidential Information to any third party. Developer shall use not less than the same degree of care to prevent disclosure of the other Party’s Confidential Information as it employs with respect to its own confidential information of like importance, and shall disclose the other Party’s Confidential Information only to its employees, and contractors under the direct supervision of its employees, with a need to know and who have agreed in writing to protect and preserve the confidentiality of such disclosure on terms no less restrictive than those herein.
Information disclosed shall not be deemed to be Confidential Information and neither Party shall have any obligation with respect to any such information which: (a) can be demonstrated to have been known to the receiving Party prior to receipt from the disclosing Party; (b) is, or becomes, generally available to the public through no wrongful act of or breach by the receiving Party; (c) is received by the receiving Party from a third party without similar restrictions and without breach of this Agreement; or (d) is independently developed by the receiving Party without the use of or reference to the Confidential Information disclosed hereunder. The receiving Party shall bear the burden of proof in any dispute regarding the applicability of any exclusion.
All Confidential Information disclosed pursuant to this Agreement shall be deemed the property of the disclosing Party. Upon the termination or expiration of this Agreement, or at anytime, on ten (10) calendar days written notice, the receiving Party shall, at the disclosing Party’s sole option, either return all Confidential Information in the form of documents and other tangible property provided pursuant to this Agreement, and all copies thereof, or provide the disclosing Party with a written assurance that all such information has been destroyed. The confidentiality obligations of Recipient shall remain in effect for two (2) years following the date of termination or expiration of this Agreement.
All Confidential Information, including, but not limited to, patents or other intellectual property rights, shall remain the property of the disclosing Party. No license or other rights to Confidential Information, including, without any limitation whatsoever, any invention, discovery, or improvement made, conceived, or acquired, prior to or after the date of this Agreement, is granted or implied by this Agreement. The receiving Party shall not include Confidential Information in any copyright registrations, patent applications, or similar registrations of ownership.
ALL CONFIDENTIAL INFORMATION DISCLOSED BY EITHER PARTY TO THE OTHER PARTY, EXCEPT INFORMATION DISCLOSED WITHIN THE CONTEXT OF A SPECIFIC COOPERATION WHERE THE INFORMATION IS NECESSARY FOR THE OTHER PARTY TO FULFILL ITS DUTIES UNDER THIS AGREEMENT, IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, STATUTORY OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
4.0 Warranties, Indemnity and Limitation of Liability
4.1 Warranty Disclaimer.
LENOVO, ON ITS OWN BEHALF, DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT to the sdk sOFTWARE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO SDK SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LENOVO, ITS LICENSORS, SUPPLIERS, DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL IN ANY WAY ALTER OR INCREASE THE SCOPE OF THIS WARRANTY. LENOVO DOES NOT WARRANT THAT SUCH sdk sOFTWARE SHALL MEET DEVELOPER’S OR OTHER THIRD PARTIES’ REQUIREMENTS, OR THAT THE OPERATION OF SUCH SDK sOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE. LENOVO MAKES NO WARRANTY WITH RESPECT TO DEFECTIVE CONDITIONS OR NON-CONFORMITIES RESULTING FROM DEVELOPERS USE, MISUSE, MISINSTALLATION, MISHANDLING, ACCIDENT OR ABUSE OFSDK TECHNOLOGY; OR ERRORS RESULTING FROM INCORPORATION OF SDK SOFTWARE INTO DEVELOPER’S PRODUCT, OR FAILURE OF DEVELOPER TO APPLY LENOVO-SUPPLIED MODIFICATIONS, DIRECTIONS, UPDATES OR CORRECTIONS.
4.2 INTELLECTUAL PROPERTY INDEMNITY
Third party liability for any claims arising from, including but not limited to, the USE OR the LENOVO SDK SOFTWER will be the sole liability of develop, No indemnity is provided by either party under this agreement.
4.3 LIMITATION OF LIABILITY
IN NO EVENT WILL LENOVO BE LIABLE FOR ANY DAMAGES WHETHER ARISING FROM LOSS OF PROFITS, LOSS OF USE, LOSS OR CORRUPTION OF DATA, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, IRRESPECTIVE OF WHETHER LENOVO HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
THE LIMITED WARRANTY, LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LENOVO ANDDEVELOPER. LENOVO WOULD NOT BE ABLE TO PROVIDE THE SDK SOFTWARE WITHOUT SUCH LIMITATIONS.
LENOVO’S LIABILITY TO DEVELOPER FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, SHALL IN THE AGGREGATE NOT EXCEED THE TOTAL AMOUNT OF TEN THOUSAND US DOLLARS. THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL NOT APPLY TO ANY BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 3.
5.0 Term and Termination
This Agreement shall become effective upon (i) Developer’s electronic acceptance at Lenovo website, and it shall continue in full force and effect until terminated as provided herein.
Lenovo may terminate this Agreement for any reason or for no reason by delivering written notice to Developer at least thirty (30) days prior to the effective date of termination. In the event of termination of this Agreement by Lenovo, Lenovo shall cease providing Developer any services. Developer may terminate this Agreement for any reason or for no reason by delivering written notice to Lenovo at least thirty (30) days prior to the effective date of termination. In the event of termination of this Agreement by Developer, In the event of termination by either party, the license grant is extinguished and the provisions of Sections 3, 4 and 6 of this Agreement, and any other terms which, by their nature, survive termination, shall survive and continue.
6.0 General Provisions
6.1 Relationship of the Parties.
This Developer Agreement does not create a partnership, joint venture, agency relationship or business combination between the parties and neither party shall be obligated by any agreement, representation or warranty given by the other party.
All notices under or relating to this Developer Agreement shall be deemed delivered on the day that delivery of such notices is initiated via email to the primary contact email address provided by Developer for notices to Developer
6.3 Entire Agreement.
This Developer Agreement, sets forth the entire understanding of the parties and supersedes all prior agreements, understandings and negotiations, with respect to the subject matter hereof.
6.4 Changes to Services and Agreement.
Lenovo may, at any time, change this Developer Agreement or add, discontinue or change its services and related service descriptions (any such action is a "Change"). In the event of a Change, Lenovo will post the revised Agreement on the Developer portal and notify Developer via the e-mail address currently registered to the Developer no later than 30 days prior to the effective date of the Change. Any changes shall become effective on the thirtieth day following. In the event of a Change deemed unacceptable to Content Provider, Content Provider's sole remedies are to terminate this Agreement as provided above.
6.5 Governing Law, Jurisdiction and Venue.
This Developer Agreement shall be governed by the laws of New York without regard to rules governing conflicts of law. Any claims or actions regarding or arising out of this Developer Agreement shall be brought exclusively in a court of competent jurisdiction located in New York State.This Developer Agreement shall not be governed by the Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act.
Developer may not assign this Developer Agreement without the prior written consent of Lenovo except that it may be assigned to the acquiring party in connection with the merger or sale of all or substantially all of Developer’s assets, including Developer rights in the Application, provided that the acquiring party notifies Lenovo in writing that it agrees to assume Developer’s obligations under the Developer Agreement.
Each party warrants that it has the full power, legal right and authority to enter into this Developer Agreement and perform its obligations hereunder.
6.8 No Commitment
Nothing in this Developer Agreement in any way binds Lenovo to purchase, license or distribute any applications or other materials created by Developer.