Standard License agreement for developers
Terms and conditions
Definition of DQuid’s SKD and relevant technology
This License Agreement concerns the DQuid’s SDK and API, composed by one, some or all of the elements described in the Annex I, to be used in connection with DQuid’s board and firmware for the purposes set forth in article 2.
Grant of license
- Subject to the terms of this License Agreement, DQuid grants Licensee a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the SDK and the API for the development of non-commercial demonstrative applications in R&D activities.
- Licensee understands that acceptance of these Terms and Conditions is necessary to use the SDK and API. In any event, actual use of the SDK constitutes acceptance of these Terms and Conditions.
- Licensee expressly recognizes that DQuid owns all legal right, title and interest in and to the SDK and API, including any Intellectual Property Rights that subsist in the SDK and API. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any other proprietary rights. DQuid reserves all rights not expressly granted to Licensee.
- Except to the extent required by applicable third party licenses, Licensee may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK and API or any part of the SDK and API.
- Licensee expressly agrees that the form and nature of the SDK and API that DQuid provides may change without prior notice to Licensee and that future versions of the SDK and API may be incompatible with applications developed on previous versions of the SDK. Licensee agrees that DQuid may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to Licensee or to users generally at DQuid's sole discretion, without prior notice. Likewise, when DQuid grants access to web services and platforms for the use of the relevant technology, DQuid can at its sole discretion and without notice discontinue the provision of such services.
- Nothing in this Agreement gives Licensee a right to use any of DQuid's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features, except as otherwise provided.
- Licensee agrees that it will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK and/or API.
Use of SDK by Licensee
- DQuid agrees that it obtains no right, title or interest from Licensee (or its licensors) under this License Agreement in or to any software applications that Licensee develops using the SDK and API, including any intellectual property rights that subsist in those applications.
- Licensee agrees to use the SDK and API and write applications only for purposes that are permitted by (a) this License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
- Licensee agrees to use the SDK and API to develop applications for general public users, to protect the privacy and legal rights of those users. If the users provide Licensee with user names, passwords, or other login information or personal information, Licensee must make the users aware that the information will be available to Licensee's application, and Licensee must provide legally adequate privacy notice and protection for those users. If Licensee's application stores personal or sensitive information provided by users, Licensee must do so securely.
- Licensee agrees not to engage any activity with the SDK and API, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, DQuid or any other technical partner.
- Licensee acknowledges to be solely responsible for (and that DQuid has no responsibility to Licensee or to any third party for) any data, content, or resources that Licensee creates, transmits or displays through any platform, and for the consequences of its actions (including any loss or damage which DQuid may suffer) by doing so.
- Licensee acknowledges to be solely responsible for (and that DQuid has no responsibility to Licensee or to any third party for) any breach of Licensee's obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which DQuid or any third party may suffer) of any such breach.
Duration and Termination
- This Agreement will continue to apply until terminated by either Licensee or DQuid as set out below.
- If Licensee wants to terminate this Agreement, Licensee may do so by ceasing use of the SDK and API.
- DQuid may at any time terminate this Agreement with Licensee if:
- Licensee has breached any provision of this Agreement; or
- DQuid is required to do so by law; or
- DQuid decides to no longer providing the SDK and API or certain parts of the SDK and API to users in the country in which Licensee is resident or from which Licensee uses the service, or the provision of the SDK and API or certain SDK and API services to Licensee by DQuid is, in DQuid's sole discretion, no longer commercially viable.
- When this Agreement comes to an end, all of the legal rights, obligations and liabilities that Licensee and DQuid have benefited from, being subject to (or which have accrued over time whilst this Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
Industrial and intellectual property rights
DQuid shall remain the exclusive owner of all information, regardless of its nature and medium, and, in particular, all written or printed documents, any samples, models, software, copies, recordings, know-how, experiments, and, more generally, any means of disclosing the said information or data (protected or not by patent rights or any other mean) used in the development process and/or in the supply of all Products, prototype and /or, Software, DQuid™ Technology and/or Documentation.
Licensee shall not claim any licensing grants, copyrighting, or previous ownership concessions according to the Italian Intellectual Proprietary Code relating to the Software, DQuid™ Technology and/or Documentation.
Disclaimer of warranties
- LICENSEE EXPRESSLY UNDERSTANDS AND AGREES TO USE THE SDK AND API AT HIS SOLE RISK AND THAT THE SDK AND API ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM DQUID.
- LICENSEE'S USE OF THE SDK AND API AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK AND API ARE AT LICENSEE'S OWN DISCRETION AND RISK AND LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
- DQUID FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitation of liabilities
LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT DQUID, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT DQUID OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Communication and use of the DQuid trademark
- Licensee agrees to include the wording “DQuid™” and the relative logo on the prototype and on any document whatsoever to third parties where products based on the SDK and API are shown, reproduced, published, described or otherwise indicated.
- Licensee is authorized to show DQuid’s logos on its websites, in hard copies of institutional presentations to the extent necessary to advertise the empowerment of its products with DQuid’s technology.
Assignment of contract
DQuid reserves the right to assign this Agreement to its affiliated companies by providing Licensee with a written notice.
DQuid may from time to time and at its sole discretion change terms of this agreement. Such changes will take effect upon publication of the new text. If Licensee does not agree with the proposed changes, it will have sixty days from publication to terminate the agreement.
Applicable law. Jurisdiction
- The present contract will be governed and interpreted by the substantive Italian laws. The extension and the validity of the intellectual property rights are governed by the laws of the State where the protection is granted.
- For all disputes concerning or relating to the interpretation, existence, validity effectiveness and performance of the contract, the Judicial Authority of Reggio Emilia will be competent, with the exclusion of any other alternative jurisdiction.
Annex I.- Definitions
- “DQuid App” means a digital application for nomadic devices developed using the “DQuid SDK” and/or the “DQuid Network Services”.
- “DQuid Unit” means a hardware component developed using the “DQuid Hardware reference design”, embedding the “DQuid Firmware” and communicating with “DQuid Apps” and/or with “DQuid Network Services”. The “DQuid Unit” shall be marked with the “DQuid inside” logo (see Appendix 1).
- “Target System” means the electronic or mechatronic system connected to or integrated with the “DQuid Unit” (examples: a car, a motorcycle, a tractor, an agricultural implement, a washing machine, an industrial machine, a dashboard, etc.).
- “DQuid™ Technology” comprehends:
- “DQuid Hardware reference design” as described in the original electronic schematics and software provided exclusively by DQuid.
- “DQuid Firmware”: firmware of the DQuid Unit enabling:
All the specific protocol implementations are embedded in the DQuid firmware itself or can be distributed between the DQuid Firmware and the DQuid SDK.
- Communication with digital/analog inputs/outputs of the Target System;
- Communication with the Target System’s network implementing one or more protocols (e.g.: proprietary CAN, OBD, K-Line, Ethernet, RS485, RS232, CANOpen, etc.); Communication with the Fluency Network Services or other remote network services over GPRS, 3G, Wi-Fi or other wireless or wired technologies;
- The wired and/or wireless (e.g. Bluetooth, Wi-Fi) exchange of data with smartphones, tablets, PCs, other nomadic devices and remote network services using the “DQuid SDK” and/or the “Fluency Network Services” mentioned below with a specific DQuid communication protocol;
- Power consumption management of the DQuid15:54 Unit, wake-up/stand-by strategies;
- Bootloader and DQuid Firmware update over physical connections (K-Line, CAN, serial ports) or wireless (e.g. Bluetooth, Wi-Fi): in the latter case by smartphones, tablets, PCs, other nomadic devices and remote network services using the DQuid SDK;
- Encryption and security of all data;
- Automatic recognition of the Target System connected to the DQuid Hardware, in collaboration with the “DQuid Network Services”;
- Adaptation to the Target System network and/or digital/analog signals (automatic setting);
- Target System functions command (e.g. vehicle’s doors lock/unlock);
- “DQuid Software Development Kit and Application Program Interface” (“DQuid SDK and API”) library for
- iOS, compliant with 3.2 iOS versions and higher;
- Android, compliant with Android OS 2.1 and higher
- PC (Windows, Mac, GNU/Linux OS)
- DQuid SDK enables the communication over Bluetooth or other wireless or wired technology between applications running on a smartphone, tablet, PC and the DQuid Firmware. The communication is based on the DQuid communication protocol. With reference to the DQuid Firmware, the DQuid SDK implements the management of the DQuid firmware functionalities described in the DQuid Firmware definition.
- Concerning the communication between the Target System’s network and the DQuid Firmware: all the specific communication protocol implementations are embedded in the DQuid SDK itself or can be distributed between the DQuid Firmware and the DQuid SDK;
- DQuid SDK enables the communication over 3G, GPRS, Wi-Fi or other wireless or wired technology with the DQuid Network Services or other network services implementing compliant APIs. This communication also includes sending data received from the DQuid Firmware.
- DQuid Network Client implementation, enabling: Translation of the data collected from the DQuid Firmware or other sources into information easy to access and understand for developers and end-users (see DQuid Network Services – data translation);
- Data storage using the DQuid Network Services;
- Data retrieval using the DQuid Network Services; Retrieval of dictionaries suitable for the Target System; they will be used for the DQuid Firmware configuration and/or to provide translated data to the application;
- Data retrieval for DQuid Firmware setting.
- Encryption and security of all data.
- “DQuid Network Services” include:
- Target System language/databases storage (example of stored DB / languages: proprietary CAN databases in .dbc format, OBD protocol, ISOBUS protocol, etc);
- Target System dictionaries and protocols storage: creation and storage of dictionaries and protocols for the Target System’s entities based on the Target System language/databases, using the “semantic web” approach;
- Target System dictionary update and merging;
- Data translation: translation of data coming from applications based on DQuid SDK and/or from the DQuid Firmware into information easy to access and understand for developers and end-users;
- Data storage and retrieval from/to the DQuid SDK and/or DQuid Firmware;
- Generation of a targeted DQuid SDK including only a subsystem of functionalities the developers are authorized to use with the DQuid Firmware and DQuid Network Services;
- DQuid Unit information storage and remote maintenance;
- DQuid Unit authorization and authentication;
- Activation and deactivation of the DQuid Firmware protocols;
- Update of the DQuid Firmware over the air, both directly or against DQuid SDK-based application;
- Activation/Deactivation of every communication protocol loaded on the DQuid Firmware;
- Target System automatic recognition: storage of the data needed to the DQuid Firmware for the automatic recognition of the Target System (see Automatic recognition in the DQuid Firmware description);
- Encryption and security of all data.