IMPORTANT:

BEFORE USING THE SONY SOFTWARE, PLEASE READ THIS SOFTWARE LICENSE TERMS AND CONDITIONS (THIS “LICENSE AGREEMENT”) CAREFULLY. BY USING THE SONY SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSED AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, YOU MAY NOT USE THE SONY SOFTWARE.

This License Agreement is a legal agreement between (i) you and any entity you represent (collectively “you”) and (ii) Sony Semiconductor Solutions Corporation (“Sony”) (You and Sony are collectively, the “Parties” and respectively, the “Party”). This License Agreement governs your rights and obligations regarding the Sony Software. Notwithstanding the foregoing, you acknowledge that the Sony Software may include software having separate license agreements of third-party licensors (including Sony’s Affiliates) and their respective affiliates (collectively, the “Third-Party Suppliers”). Any software in the Sony Software having a separate license agreement shall be covered by such applicable separate license agreement in lieu of the terms of this License Agreement to the extent required by such separate license agreement.

1. DEFINITIONS

  1. AI Model(s)” means your AI Model(s) and/or any AI model(s) provided by Sony or third party.
  2. “Camera Product(s)” means any camera product designated by Sony that operates with Sony’s Product(s).
  3. “End User Sales Agreement” means the agreement that entered into between you and Reseller related to the Sony Software in order to sell and/or market the Sony Software to you.
  4. “Firmware” means any firmware provided by Sony for the Camera Product(s) or the Sony’s Product(s).
  5. “Intellectual Property” means any and all intellectual property rights, including, but not limited to, rights in patents, industrial designs, utility models, trademarks, service marks, trade dresses, trade secrets, copyrights, mask-work, and other protecting intangible property or proprietary information recognized by law of any country or jurisdiction throughout the world. “Intellectual Property Rights” also include the right to apply for protection under the foregoing rights.
  6. “Licensed Document(s)” means any document or other material supplied by Sony other than the Firmware and the Licensed Tool(s).
  7. “Licensed Tool(s)” means any software or tool provided by Sony for utilizing the Camera Product(s) or the Sony’s Product(s) other than the Firmware.
  8. “Reseller” means a party that enters into the End User Sales Agreement with you related to the Sony Software in order to sell and/or market the Sony Software to you.
  9. “Restricted Territory” means a country/region or territory that is subject to general export, import, finance or investment prohibitions or restrictions under applicable law, including but not limited to the U.S. law.
  10. “Sony’s Affiliates” means (i) any entity in which a majority of its outstanding voting stock is owned, directly or indirectly, by Sony, (ii) any parent company of Sony and (iii) any entity in which a majority of its outstanding voting stock is owned, directly or indirectly, by a parent company of Sony.
  11. “Sony’s Product(s)” means Sony’s IMX500 image sensor and any other products designated by Sony.
  12. “Sony Software” means the Firmware, the Licensed Tool(s) and the Licensed Document(s), including any updates.
  13. “Territory” means the territory in Europe, Japan, APAC or North America region where you may use the Sony Software, as permitted by Sony through Reseller.
  14. “Trial License” means a license to use the Sony Software free of charge during the trial period designated in Section 13.1 solely for test purposes.

2. SOFTWARE LICENSE

The Sony Software is licensed, not sold. The Sony Software is protected by copyright and other intellectual property laws and international treaties. All right and title in and to the Sony Software is owned by Sony and/or Third-Party Suppliers.

3. GRANT OF LICENSE

Subject to the terms and conditions of this License Agreement, Sony hereby grants to you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license during the license period(s) of this License Agreement as follows:

(i) to install the Firmware into the Sony’s Product(s) or the Camera Product(s) to operate the Camera Product(s) with the Sony’s Product(s);
(ii) to use the Licensed Tool(s) for converting, encrypting and packaging the AI Model(s) into the suitable format for the Sony’s Product(s) for the purpose of installing the AI Model(s) to the Camera Product(s);
(iii) to install the Licensed Tool(s) into the Sony’s Product(s), the Camera Product(s) or the electronics computer terminal(s). Use of the Licensed Tool(s) shall be limited to the extent necessary for utilizing the Sony’s Product(s) or the Camera Product(s) and the purpose as set forth in Subsection (i) and (ii) above (the “Purpose”); and
(iv) to use the Licensed Document(s) to the extent necessary for the Purpose.

4. INTELLECTUAL PROPERTY RIGHT

  1. Any and all Intellectual Property Right in and to the Sony Software (including any copies and reproductions thereof) are owned by Sony or Third-Party Suppliers. Except as expressly granted herein, nothing contained in this License Agreement shall be construed as granting or conferring any right or license, by implication, estoppel or otherwise, under any patent, copyright, know-how or any other intellectual property rights of Sony or Third-Party Suppliers, and all such rights are expressly reserved by Sony or Third-Party Suppliers.
  2. If you provide to Sony or Third-Party Suppliers feedback or suggestions regarding the Sony Software or modification thereof (“Feedback”), then you grant Sony or Third-Party Suppliers a transferable, non-exclusive, worldwide, royalty-free, fully paid-up, perpetual license with right to sublicense to use and incorporate the Feedback (including your background intellectual property rights contained in the Feedback to the extent necessary for the use and incorporation of such Feedback) into the Sony Software and other products of Sony, its parent and affiliated companies, and to reproduce, distribute and otherwise exploit such products in any medium.

5. REQUIREMENTS AND LIMITATIONS

  1. You must not attempt, perform, or assist or encourage third parties to attempt or perform any of the restricted activities set forth in this License Agreement or the following actions:
    1. Except to the extent that such restrictions are prohibited by law, decompile, disassemble, reverse engineer, or analyze the Sony Software or any other similar act thereon (including disassembling or circumventing content protection, access control, or any other function, as well as intentionally making use of a defect in the Sony Software);
    2. Violate this License Agreement;
    3. Intentionally analyze or restore the network structure by inferring AI and analyzing the output in relation to the input; restoring information that includes learning data or restoring learning-use parameters; or divulging any of those;
    4. Access or use any portion of the Sony Software by unauthorized means;
    5. Accessing the source code or machine-learning processes of the Sony Software;
    6. Modifying all or any portion of the Sony Software;
    7. Use of open-source software (including software licensed based on a GPL, LGPL, or Apache License) in a manner that would (a) create an obligation to disclose or distribute source code of all or part of the Sony Software or of any derivative thereof; (b) restrict the exercising of rights relating to the Sony Software by Sony or Third-Party Suppliers; or (c) cause all or a part of the Sony Software to be affected by the licensing conditions applicable to the open-source software;
    8. Reproduce, duplicate, copy, sell, resell or exploit any portion of the Sony Software without Sony's express written permission;
    9. Distribute or sell (or making a proposal to distribute or sell) any portion of the Sony Software;
    10. Use any portion of the Sony Software in a manner that breaches any matter stated in a manual or any other Sony provided documentation;
    11. Provide Sony with personal data except as expressly requested by Sony in writing; 
    12. Use the Sony Software that infringes, misappropriates or violates any Intellectual Property Rights, any other law, an agreement executed with a third party, or the Intellectual Property Rights of any third party, in any manner;
    13. Use the Sony Software for a criminal purpose;
    14. Infringe on rights or legally protected interests of Sony or of a third party (including the Intellectual Property Rights, trade secrets, reputation, privacy, image rights, publicity rights, and ownership rights);
    15. Impersonate any person or entity, including you or any of Sony’s employees, whether through false association with us, by fraudulently misrepresenting your identity or purpose, or otherwise;
    16. Use Sony servers for any form of excessive automated bulk activity, place undue burden on Sony servers through automated means, or relay any form of unsolicited advertising or solicitation through Sony servers;
    17. Misuse any personal information of a third party; or
    18. Extract any information from the Sony Software via automated process, including by bot, web crawler, scraping, or attempting any other data mining or similar extraction methods. 
  2. You represent and warrant that the Sony Software will not be used to design, develop, manufacture, modify, use, or store Arms and that no actions will be taken that might cause a breach of trade control or economic sanctions implemented by the United Nations, Japan, the USA, the European Union, or any other country or region under jurisdiction thereof. “Arms” means products, software, technologies, or services designed for combat attack (i.e., killing or destruction) or that could be diverted and employed for combat attack, including parts, accessories and/or software specially designed for any such products, software, technologies or services. Arms include (a) any types of guns (including hunting guns and sport guns) and any telescopic sights for any such guns, (b) tanks, battleships, submarines and fighters (including attack helicopters), (c) explosives, (d) biological or chemical weapons, (e) missiles, (f) unmanned aerial vehicles equipped with offensive weapons (including dissemination feature of biological or chemical weapons), and (g) devices or programs specially designed for guidance or attitude control of the items described above. Any use of the Sony Software in violation of this Section is a material breach of this License Agreement and may result in immediate suspension or termination of this License Agreement by Sony.
  3. You represent and warrant that the Sony Software will not be used to design, develop, manufacture, or modify products or services used by Government Entities for the purpose of Law Enforcement, either directly or indirectly through third parties. “Law Enforcement” means the enforcement of the laws in any jurisdiction such as the powers for intrusive search, seizure, arrest, detention, rehabilitation, and/or punishing of the subjects suspected of violating laws and regulations. This does not include limited use cases, such as finding missing children and seniors, verifying identities for the purpose of accessing buildings, checking passports at border control, or logging into electronic devices. “Government entities” include national and local police, military police, prosecutors, and intelligence agencies.
  4. You must use the Sony Software only within the Territory.
  5. The Sony Software will not be offered in any Restricted Territory. You may not access or use the Sony Software if you are located or registered in a Restricted Territory. Any use of the Sony Software in violation of this Section is a material breach of this License Agreement and may result in immediate suspension or termination of this License Agreement by Sony.
  6. You shall comply with the Sony Group AI Ethics Guidelines provided by Sony available here: https://www.sony.com/en/SonyInfo/csr_report/humanrights/AI_Engagement_within_Sony_Group.pdf. The Sony Group AI Ethics Guidelines may be updated from time to time, without advance notice, and you shall continually confirm and comply with the most recent version of the Sony Group AI Ethics Guidelines.
  7. You shall not use the Sony Software in connection with violation of laws, regulations, court decisions or other legally binding dispositions by a public authority or public policy, or infringement of the rights or legally protected interests (including, but not limited to, intellectual and other property rights, rights to trade secrets, honors, privacy and publicity) of Sony, Third-Party Suppliers or any other third parties.
  8. Sony may update the Sony Software for the purpose of correcting errors or improving functions, etc. You shall use the latest version of the Sony Software.
  9. You may make a third party use the Sony Software to the extent necessary for the Purpose of this License Agreement. In such case, you shall cause such third party to be bound by the obligations no less restrictive than those of you under this License Agreement. You acknowledge that any violation of this License Agreement by such third party is deemed your violation and you shall be responsible for compensating Sony for any damages caused by such violation.
  10. If you use the Trial License, you shall use the Sony Software solely for evaluation purposes of the Sony Software.

6. WARRANTY

  1. THE SONY SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY, DUTY OR CONDITION OF ANY KIND. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SONY SOFTWARE IS AT YOUR SOLE RISK AND THAT YOU ARE RESPONSIBLE FOR USE OF THE SONY SOFTWARE. SONY AND EACH OF THIRD-PARTY SUPPLIERS (for purposes of this Section, Sony and each of Third-Party Suppliers shall be collectively referred to as “Sony”) EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SONY DOES NOT WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS (A) THAT THE FUNCTIONS CONTAINED IN ANY OF THE SONY SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UPDATED, (B) THAT THE OPERATION OF ANY OF THE SONY SOFTWARE WILL BE CORRECT OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED, (C) THAT THE SONY SOFTWARE WILL NOT DAMAGE ANY OTHER SOFTWARE, HARDWARE OR DATA, (D) THAT ANY SOFTWARE OR PRODUCTS (OTHER THAN THE SOFTWARE) UPON WHICH THE SONY SOFTWARE’S PERFORMANCE DEPENDS WILL CONTINUE TO BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR UNMODIFIED, (E) THAT THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM ON WHICH THE SONY SOFTWARE IS USED (INCLUDING THE DEVICE) WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK AND (F) REGARDING THE USE OR THE RESULTS OF THE USE OF THE SONY SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ACKNOWLEDGE AND AGREE THAT SONY OR THIRD-PARTY SUPPLIERS WILL NOT PROVIDE ANY SUPPORT, INCLUDING, BUT NOT LIMITED TO, ANY TECHNICAL SUPPORT, RELATED TO THE SONY SOFTWARE.
  2. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONY OR AN AUTHORIZED REPRESENTATIVE OF SONY SHALL CREATE A WARRANTY, DUTY OR CONDITION OR IN ANY WAY INCREASE THE SCOPE OF ANY PROVISION OF THIS LICENSE AGREEMENT. SHOULD THE SONY SOFTWARE PROVE DEFECTIVE YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
  3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT THEY ARE CONTRARY TO APPLICABLE LAW OF YOUR JURISDICTION.
  4. SONY DOES NOT WARRANT THE ACCURACY OR CONTENT OF THE AI MODELS OR ANY INFORMATION PROVIDED BY SONY RELATED TO THE AI MODELS. ALL SUCH INFORMATION SHOULD BE USED WITH THE UNDERSTANDING THAT THE PERFORMANCE OF THE AI MODELS MAY CHANGE DUE TO RETRAINING OR CONVERSION. FURTHER, SONY DOES NOT WARRANT THAT THE AI MODELS DO NOT BREACH ANY LAWS OR REGULATIONS OR THAT THE AI MODELS DO NOT VIOLATE, INFRINGE ON, OR MISAPPROPRIATE ANY THIRD PARTY'S RIGHTS.

7. HIGH RISK ACTIVITIES

The Sony Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Sony Software could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Sony, each of the Third-Party Suppliers, and each of their respective affiliates specifically disclaim any express or implied warranty, duty or condition of fitness for High Risk Activities.

8. INDEMNIFICATION DISCLAIMER

YOU ACKNOWLEDGE AND AGREE THAT SONY WILL NOT BE LIABLE FOR AND WILL NOT DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD-PARTY INFRINGEMENT CLAIM THAT RELATES TO OR IS BASED ON YOUR USE OR DISTRIBUTION OF THE SONY SOFTWARE, OR YOUR MANUFACTURE, USE, OFFER FOR SALE, SALE, IMPORTATION OR DISTRIBUTION OF YOUR PRODUCTS THAT INCLUDE OR INCORPORATE THE SONY SOFTWARE.

9. LIMITATION OF LIABILITY

  1. SONY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY,  OR UNDER ANY OTHER LEGAL THEORY RELATED TO THE SONY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SONY SOFTWARE OR ANY ASSOCIATED HARDWARE, EVEN IF ANY OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
  2. SONY’S AGGREGATE LIABILITY IN CONTRACT (INCLUDING LIABILITY FOR BREACH), TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THE LICENSED AGREEMENT SHALL NOT EXCEED ​​THE AMOUNT YOU PAID TO THE RESELLER FOR THE SONY SOFTWARE DURING THE 6 MONTHS BEFORE THE LIABILITY AROSE.
  3. SOME JURISDICTIONS DO NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT THEY ARE CONTRARY TO APPLICABLE LAW OF YOUR JURISDICTION.

10. INDEMNITY

Except as prohibited by applicable law, you agree to indemnify and hold harmless Sony and Third-Party Suppliers and their respective affiliates, officers and employees, from any loss, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Sony Software (including, without limitation, any software vulnerability caused by such use), your violation of this License Agreement or your failure to fulfill your responsibility under this License Agreement.

11. EQUITABLE REMEDIES

Notwithstanding anything contained in this License Agreement to the contrary, you acknowledge and agree that any violation of or non-compliance with this License Agreement by you will cause irreparable harm to Sony, for which monetary damages would be inadequate, and you consent to Sony obtaining any injunctive or equitable relief that Sony deems necessary or appropriate in such circumstances. Sony may also take any legal and technical remedies to prevent violation of and/or to enforce this License Agreement, including, but not limited to, immediate termination of your use of the Sony Software, if Sony believes in its sole discretion that you are violating or intend to violate this License Agreement. These remedies are in addition to any other remedies Sony may have at law, in equity or under contract.

12. TRADEMARKS

AITRIOS and the logo of AITRIOS are registered trademarks or trademarks of Sony Group Corporation or affiliate companies thereof, and shall not be used in any manner without the prior written consent of Sony Group Corporation, where such consent may be withheld for any or no reason.

13. LICENSE PERIOD(S) AND TERMINATION

  1. The license period(s) of this License Agreement is subject to the End User Sales Agreement between you and Reseller for use of the Sony Software. Notwithstanding the foregoing, if you use the Trial License, the trial period shall be one (1) month unless Sony designates the trial period separately.
  2. Without prejudice any other rights, Sony may suspend your access or use of the Sony Software and/or terminate this License Agreement in the event that (1) you fail to comply with the terms and conditions of this License Agreement and cannot cure such failure within thirty (30) days after you are notified by Sony of such failure, (2) you claim or assert that the Sony Software infringe your or any other third party’s intellectual property, including but not limited to patent right, (3) you are adjudicated a bankrupt, makes an assignment for the benefit of creditors, takes advantages of any insolvency act, is the subject of a case for its liquidation or reorganization under any law, stops or suspends payments to its creditors generally, and/or seek to enter into any composition or other arrangement with its creditors, or (4) creditor takes possession of all or any part of the business or assets of you, or any execution or other legal process is enforced against the business or any substantial assets of you. Notwithstanding the forgoing, Sony may terminate this License Agreement immediately when you violate Sections 5.1, 5.2, 5.3, 5.5, 5.7, 5.9, 10 or 12 of this License Agreement.
  3. In case of termination of this License Agreement, you must: (i) cease all use, and destroy any copies, reproductions, and all component parts of the Sony Software; (ii) comply with the requirements in the Section 14 below entitled “Your Responsibilities.” The provisions of Sections 1, 2, 4, 5.9, 6 through 12, 13.3, 14 and 15 shall survive termination or expiry of this License Agreement.

14. YOUR RESPONSIBILITIES

Upon any termination or expiry of this License Agreement, you will immediately discontinue any use of the Sony Software, all copies, reproductions and all component parts thereof and return thereof to Sony and/or, if Sony so request, destroy any or all copies, reproductions and all component parts thereof, if any, in accordance with Sony’s request and provide Sony with a written certification of such destruction or erasure.

15. MISCELLANEOUS

  1. This License Agreement and any dispute arising out of or in connection with this License Agreement will be governed in all respects by the laws of Japan without reference to any choice or conflict of laws principles.
  2. This License Agreement and all documents contemplated or specified herein super­sedes all prior discussions and agreements between the Parties with respect to the subject matter hereof, and contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.
  3. Nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, earthquake, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and not caused by the negligence of the non-performing Party.
  4. Neither this License Agreement nor any right, interest or obligation hereunder may be assigned by any Party hereto without the prior written consent of the other Party hereto and any attempt to do so will be void.
  5. Third-Party Suppliers are express intended third-party beneficiaries of, and shall have the right to enforce, each provision of this License Agreement with respect to the software of such parties.
  6. Prior to initiating any legal action or attempting to enforce any rights or remedies arising out of or in connection with this License Agreement, the Parties shall attempt in good faith to resolve such dispute by mutual agreement through negotiation, if it is not resolved in the ordinary course of business, by their representatives who are at a higher level of management than those involved in the day to day administration of the business operations relating to this License Agreement.
  7. Any dispute arising out of or in connection with this Licensed Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by The Japan Commercial Arbitration Association (“JCAA”) in accordance with the Commercial Arbitration Rules of JCAA for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Tokyo, Japan. The language of the arbitration shall be English. There shall be three (3) arbitrators, one selected by the initiating party in the request for arbitration, the second selected by the other party within thirty (30) days of receipt of the request for arbitration, and the third, who shall act as chairperson or presiding arbitrator, selected by the two parties within thirty (30) days of the selection of the second arbitrator.  If any arbitrators are not selected within these time periods, the institution shall make the selection(s). If replacement of an arbitrator becomes necessary, replacement shall be done by the same method(s) as above. The arbitral tribunal may include in its award an allocation to any party of such costs and expenses, including lawyers’ fees and costs and expenses of experts and witnesses, as the arbitral tribunal shall deem reasonable. Any award of the arbitral tribunal shall be final and binding on the parties. The parties undertake to comply fully and promptly with any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. Each party has the right to apply to any court of competent jurisdiction for provisional and/or conservatory relief, including pre-arbitral attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.