Version 1.0
IMPORTANT: READ THIS AGREEMENT BEFORE ACCEPTING IT OR ACCESSING THE DEVELOPER MATERIALS.
This Developer API and Sample Code License Agreement (“Agreement”) is between DeFelsko Corporation, a New York corporation located at 800 Proctor Avenue, Ogdensburg, New York 13669, USA (“DeFelsko”), and the individual or legal entity accepting this Agreement (“Developer” or “you”).
This Agreement takes effect when you affirmatively accept it, including through an electronic acceptance process or signature. If you accept on behalf of an organization, you confirm that you have authority to bind that organization. You must be legally capable of entering into this Agreement.
The licenses below are offered in exchange for your acceptance of and compliance with this Agreement. If you do not accept, DeFelsko grants you no rights under this Agreement.
“Products” means physical instruments, gages, probes, accessories, and other physical products manufactured or distributed by DeFelsko.
“API” means an application programming interface, together with its associated commands, protocols, and specifications, that DeFelsko expressly makes available to you under this Agreement for communication or integration with Products or an expressly identified DeFelsko service.
“Developer Materials” means the API, documentation, specifications, Sample Code, project files, software development resources, libraries, and updates that DeFelsko expressly supplies or identifies as subject to this Agreement.
“Sample Code” means software that DeFelsko supplies in source-code form as sample or example code under this Agreement, including source files included in sample development projects.
“Redistributable Components” means libraries or other software components, other than compiled Sample Code, that DeFelsko expressly identifies in writing as permitted for distribution with an Application.
“Application” means software or an integration developed by or for you that uses Developer Materials to communicate with Products or process data obtained from Products.
“Affiliate” means an entity that controls you, is controlled by you, or is under common control with you. “Control” means the direct or indirect power to direct an entity’s management or policies through ownership, contract, or otherwise.
“Independent Customer” means a customer that is neither you nor your Affiliate and is not acting on your behalf to exercise rights that have been restricted or terminated.
“Transition Notice,” “Notice Date,” and “Discontinuation Date” have the meanings given in Section 5.
Developer Materials do not include separately licensed instrument firmware, finished DeFelsko applications, or hosted services merely because those items are referenced in the documentation. Unless expressly stated otherwise, periods measured in days mean calendar days.
This Agreement permits development for internal business purposes, customer projects, and commercial Applications, subject to its restrictions.
You may give employees and contractors access to Developer Materials only as reasonably necessary to perform authorized work on your behalf. They must be subject to enforceable confidentiality and use restrictions at least as protective of the Developer Materials as this Agreement. You remain responsible for their activities involving Developer Materials.
An Affiliate does not receive a separate license merely because it is affiliated with you. A customer, Affiliate, or other party that wants Developer Materials for its own development must obtain its own authorization from DeFelsko.
The limited end-user rights permitted by Section 3 do not require ordinary Application users to obtain a separate developer license.
You must ensure that authorized personnel comply with any applicable transition, suspension, or termination of your rights.
Subject to this Agreement, DeFelsko grants you a nonexclusive, worldwide, royalty-free license to:
(a) access and use the API to develop, test, and operate Applications;
(b) reproduce documentation and project files internally as reasonably necessary for that work;
(c) reproduce, modify, adapt, and compile Sample Code, including incorporating it into Applications; and
(d) use supplied libraries as documented, without modifying libraries provided only in executable form unless DeFelsko expressly permits modification.
These rights apply solely to integrations with Products and any DeFelsko services expressly authorized for use under this Agreement. An Application may also support other manufacturers’ equipment, provided that Developer Materials are used only for the authorized DeFelsko integration and you comply with Sections 4 and 5.
The duration and permitted exercise of these rights are subject to Sections 5 and 14, including any temporary transition rights or surviving customer rights expressly provided there.
While your applicable distribution rights remain in effect, you may sell, license, and distribute Applications containing compiled Sample Code and Redistributable Components. Such code and components must be distributed only as part of, or as supporting runtime files for, an Application that provides functionality beyond repackaging the supplied sample project.
You may grant customers a limited sublicense to execute those components and use the API functionality implemented in the Application, solely as part of their authorized use of that Application with Products. This is the only sublicensing authority granted by this Agreement.
Customer sublicenses may survive as expressly provided in Section 14.3. They do not extend your own development, operation, or distribution rights.
You may use app stores and distribution providers to deliver permitted Application copies, but may not grant them independent rights to use Developer Materials for development or other purposes. You are responsible for withdrawing affected versions from distribution channels under your control when your distribution rights end.
For each distributed Application, you must:
(a) preserve applicable copyright, attribution, and other proprietary notices;
(b) comply with applicable third-party license obligations;
(c) provide enforceable end-user terms that protect DeFelsko’s ownership of its components, restrict their use to the authorized Application functionality, and prohibit their separate extraction or redistribution except where applicable law requires otherwise;
(d) identify you as responsible for the Application and its support;
(e) include appropriate warranty disclaimers and liability protections for DeFelsko, subject to applicable law; and
(f) avoid making representations or commitments on DeFelsko’s behalf.
Your end-user terms must not grant rights broader than those you are authorized to grant under this Agreement.
You are responsible for pricing, customer contracts, support, refunds, and other obligations associated with your Applications. Those obligations do not extend your rights to Developer Materials after those rights expire or terminate.
Unless DeFelsko separately authorizes it in writing, you may not distribute or publish Sample Code in source form, original project files, nonpublic API documentation, or other Developer Materials.
You may not offer Developer Materials as a standalone download, software development kit, reusable programming library, or competing developer resource.
A customer’s request for source-code delivery does not expand these rights. Source delivery containing Developer Materials requires separate written permission from DeFelsko.
Except as expressly authorized by this Agreement or required by applicable law, you must not:
(a) use, copy, modify, disclose, distribute, or sublicense Developer Materials outside the permissions granted by this Agreement;
(b) reverse engineer or attempt to recover source code from components supplied only in executable form, or bypass access controls to obtain interfaces or information that DeFelsko has not authorized you to access;
(c) remove proprietary notices or misrepresent the origin or ownership of Developer Materials;
(d) use Developer Materials to design, manufacture, or improve a Competing Product, as defined in Section 5;
(e) use Developer Materials to impersonate a Product, defeat instrument security, or misrepresent the source, calibration status, or integrity of measurement data;
(f) disclose credentials, security keys, or other restricted access information to unauthorized parties;
(g) introduce malicious code, disrupt Products or services, access another party’s systems or data without authorization, or exceed documented access restrictions; or
(h) use Developer Materials in violation of law or another party’s rights.
The restrictions on reverse engineering do not prohibit reading or modifying Sample Code that DeFelsko expressly supplies in source form.
Manufacturing a Competing Product without using Developer Materials is not, by itself, a breach of this Section. It may give rise to a Transition Notice under Section 5.
A “Competing Product” is a physical measurement, testing, or inspection instrument, gage, probe, sensor, or related physical product that competes with, or is commercially offered as a substitute for, a Product then manufactured or commercially offered by DeFelsko.
An Application is not a Competing Product solely because it collects, displays, analyzes, stores, or reports data from Products or supports integration with Products.
If DeFelsko reasonably determines, in good faith and based on identifiable facts, that you manufacture, commission the manufacture of, or arrange for the manufacture of a Competing Product, DeFelsko may discontinue your developer rights through the transition process in Section 5.3.
The same right applies where an Affiliate engaged in such manufacturing is materially involved in your development or use of Applications or Developer Materials, or you obtain or use Developer Materials on that Affiliate’s behalf.
DeFelsko must provide written notice identifying the relevant Competing Product, explaining the factual basis for its determination, and describing the transition requirements. That notice is a “Transition Notice,” and the date you receive it is the “Notice Date.”
You may submit information addressing the determination within thirty days after the Notice Date. DeFelsko will consider timely submitted information in good faith and communicate whether it confirms or withdraws the Transition Notice before the sixty-day period following the Notice Date expires. If DeFelsko withdraws the notice, the restrictions arising solely from that notice do not take effect.
DeFelsko need not establish that Developer Materials were used to develop or manufacture the Competing Product.
This Section may apply to manufacturing activity that began before or after acceptance of this Agreement, including following a change in ownership or control. Manufacturing status alone does not eliminate the transition rights in Section 5.3.
The following rules apply following a Transition Notice under Section 5.2 or a notice of termination for convenience under Section 14.1(c).
Activities during the transition. Beginning on the Notice Date, you may not use Developer Materials to develop new Applications or materially expand an existing Application’s DeFelsko integration functionality.
Subject to the remaining provisions of this Section, you may temporarily continue:
(a) using previously supplied Developer Materials to maintain customer-installed Applications already commercially distributed before the Notice Date, including correcting defects, addressing security issues, maintaining compatibility, and removing the DeFelsko integration; and
(b) selling, licensing, and distributing those Applications, including to new customers, until the applicable Discontinuation Date.
These temporary rights include only the reproduction, modification, compilation, testing, and API use reasonably necessary for those permitted activities.
Discontinuation Date for each Application. For each affected customer-installed Application, these temporary rights end on the earlier of:
(a) the first release to customers of an update or new version on or after sixty days following the Notice Date; or
(b) one hundred eighty days following the Notice Date.
That date is the Application’s “Discontinuation Date.”
An update includes a maintenance release, security update, patch, or other modified version, regardless of its name or version number. Renaming an Application or releasing a substantially equivalent successor does not restart or extend the transition period.
Requirements on the Discontinuation Date. Beginning on the applicable Discontinuation Date, you must:
(a) discontinue your use of the API and Developer Materials for the affected Application, except as necessary to comply with the return or deletion requirements of Section 14.2;
(b) stop selling, licensing, or distributing any version of that Application that contains or enables the DeFelsko API integration; and
(c) remove representations from sales and marketing materials under your control that DeFelsko integration is available in currently offered versions of that Application.
Any update released on the Discontinuation Date must omit the DeFelsko API integration and Developer Materials. You may continue selling and distributing versions from which that integration and those materials have been removed.
The marketing restriction does not prohibit accurate statements clearly identifying functionality in previously distributed versions when reasonably necessary to inform or support existing customers. It does not authorize continued use of the API or Developer Materials to provide that support.
Hosted services and other uses. Developer-operated hosted services must discontinue use of the API and Developer Materials no later than sixty days after the Notice Date. All other uses not expressly permitted during the customer-installed Application transition must also cease by that date.
A service may continue operating after removal of its DeFelsko API integration and Developer Materials, provided its continued operation does not otherwise depend on rights granted by this Agreement.
Existing customers. Independent Customers may continue operating copies lawfully obtained before the applicable Discontinuation Date, subject to Section 14.3. You are not required solely because of a Transition Notice to recall or remotely disable those copies.
Extensions. DeFelsko may approve an extension of a specified deadline in writing. An extension affects only the activities and dates expressly identified in it.
You must provide accurate information about your identity, organization, and intended use when requesting Developer Materials.
You must promptly notify DeFelsko if you become aware of manufacturing activity or a change in ownership, control, or Affiliate involvement that would bring you within the circumstances described in Section 5.2.
You may not avoid a Transition Notice or applicable deadline through an Affiliate, contractor, intermediary, replacement account, renamed Application, or another party acting on your behalf.
After the applicable rights have ended, resuming access, use, or distribution requires DeFelsko’s express written authorization, except for rights expressly preserved for Independent Customers under Section 14.3.
This Section does not prohibit independent manufacturing activity conducted without rights granted under this Agreement or bind an Affiliate that is not a party to this Agreement.
The temporary rights in Section 5.3 prevail over inconsistent cessation, distribution, and deletion requirements elsewhere in this Agreement. They expire on the applicable Discontinuation Date or other cessation date specified in Section 5.3.
The same transition applies to termination for convenience under Section 14.1(c), calculated from receipt of that notice.
The cessation, deletion, and certification requirements of Section 14.2 apply as the applicable rights expire. Materials reasonably necessary for another continuing right under Section 5.3 may be retained only for that permitted use until that right also expires.
These transition rights do not prevent earlier termination for material breach under Section 14.1(b) or suspension reasonably necessary to address an ongoing material security threat under Section 14.1.
Competing-manufacturer status alone is not a material breach and may not be used to bypass this transition process.
DeFelsko and its licensors retain ownership of Developer Materials and the intellectual property embodied in them. Delivery of files does not transfer ownership.
You retain ownership of your independently developed Application code and original contributions, subject to DeFelsko’s rights in any underlying Developer Materials. DeFelsko does not acquire ownership of your entire Application merely because it incorporates Sample Code.
If you voluntarily provide suggestions or feedback about Developer Materials, you authorize DeFelsko to use, modify, implement, and commercialize that feedback without payment or attribution. This authorization is worldwide, perpetual, irrevocable, transferable, and sublicensable. Do not provide feedback that you lack authority to license in this manner.
No branding or endorsement rights are granted. You may make accurate, nonmisleading textual statements identifying compatibility with Products, subject to applicable trademark law and the marketing requirements in Section 5.3. Use of DeFelsko logos or claims of certification, sponsorship, or endorsement requires separate written permission.
“Confidential Information” means nonpublic information disclosed by DeFelsko in connection with this Agreement that is marked confidential or that a reasonable recipient would understand to be confidential from its nature and the circumstances of disclosure. It includes nonpublic security information, access credentials, and pre-release materials identified as confidential.
Information does not become confidential solely because it concerns an API. Public documentation and information fall outside this Section unless accompanied by separate nonpublic information.
You must use Confidential Information only for authorized activities under this Agreement, protect it with reasonable care, and disclose it only to authorized personnel who need it for those activities and are bound by appropriate confidentiality obligations.
These obligations do not apply to information you can demonstrate:
(a) became public without a breach of confidentiality;
(b) was lawfully known to you without restriction before disclosure;
(c) was received lawfully from another source without a confidentiality obligation; or
(d) was developed independently without use of DeFelsko’s Confidential Information.
A legally required disclosure is permitted if, where lawful, you give DeFelsko advance notice and reasonable opportunity to seek protection, and disclose only what is required.
Distribution expressly permitted by Section 3 or the temporary rights in Section 5.3 is not prohibited by this Section.
Confidentiality obligations continue for five years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law. Retained archival and backup copies remain subject to the restrictions in Section 14.2.
You are responsible for designing, testing, securing, maintaining, and supporting your Applications, including their compatibility with the relevant Products, operating systems, and firmware versions.
You must independently verify measurement handling, units, conversions, calculations, timestamps, and reporting accuracy. You must apply appropriate professional judgment and quality controls. Developer Materials must not be relied upon as the sole safeguard for a safety-critical function or the sole basis for a regulatory or compliance determination.
You must obtain the permissions necessary to access Products and customer data, comply with applicable privacy and security laws, and maintain appropriate backups.
Protect any credentials issued by DeFelsko and promptly notify DeFelsko of suspected compromise, unauthorized access, or a security incident affecting Developer Materials or DeFelsko systems.
This Agreement does not transfer ownership of measurement data to DeFelsko or authorize access to data belonging to others. Local API use does not, by itself, create a hosting or data-processing service supplied by DeFelsko.
Information collected through DeFelsko’s website is addressed in its Privacy Statement. Separate notices or agreements may apply to other processing activities.
Your customer support or maintenance obligations do not extend any license or transition period under this Agreement.
Developer Materials may contain third-party software or open-source components. The applicable third-party licenses govern those components and control over conflicting provisions of this Agreement.
You must comply with their conditions, including any attribution or notice requirements.
Nothing in this Agreement revokes rights independently granted to you under a third-party license. Such rights do not extend to DeFelsko’s proprietary materials, API access, or other components not covered by that license.
You may not distribute or combine DeFelsko’s proprietary materials in a manner that requires DeFelsko to disclose proprietary source code or grant rights beyond those authorized here.
DeFelsko has no obligation to provide technical support, customization, training, updates, corrections, or continued compatibility unless it separately agrees in writing.
DeFelsko may change or discontinue the availability of Developer Materials, supported interfaces, or associated services. It does not promise that any version, Product, operating system, or integration will remain supported. A roadmap, discussion, or sample project does not create a development commitment.
Changes to the availability of new Developer Materials, updates, or support do not by themselves revoke licenses to materials already supplied. Restrictions or termination of those licenses remain subject to Sections 5 and 14. Continued availability of a separately supplied hosted service is not guaranteed by those license provisions.
Following a Transition Notice, DeFelsko may discontinue providing additional Developer Materials, updates, and technical assistance. The temporary rights in Section 5.3 concern previously supplied materials only.
DeFelsko may provide pre-release or experimental resources that are incomplete or unsuitable for production. You are responsible for evaluating them before use.
Developer Materials are licensed without royalties under this Agreement. DeFelsko may offer future resources or services under different commercial terms, but fees or royalties do not apply to your existing rights merely because new terms are posted. Any new payment obligation requires your separate acceptance.
TO THE EXTENT THE LAW ALLOWS, YOU RECEIVE THE DEVELOPER MATERIALS IN THEIR EXISTING CONDITION, WITH ANY DEFECTS, AND AT YOUR OWN RISK.
DEFELSKO DOES NOT GIVE EXPRESS, IMPLIED, OR STATUTORY WARRANTIES CONCERNING THE DEVELOPER MATERIALS, INCLUDING WARRANTIES OF MERCHANTABILITY, SUITABILITY FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, OR NON-INFRINGEMENT.
DEFELSKO DOES NOT PROMISE CONTINUOUS AVAILABILITY, ERROR-FREE OR SECURE OPERATION, CORRECTION OF DEFECTS, PRESERVATION OF DATA, OR COMPATIBILITY WITH ANY PARTICULAR APPLICATION OR FUTURE PRODUCT VERSION.
SAMPLE CODE DEMONSTRATES POSSIBLE IMPLEMENTATIONS AND IS NOT A CERTIFICATION THAT YOUR APPLICATION IS SAFE, COMPLETE, OR SUITABLE FOR PRODUCTION, REGULATED USE, OR ANY PARTICULAR CUSTOMER REQUIREMENT.
Advice, examples, or assistance from DeFelsko do not create additional warranties unless an authorized representative expressly agrees to them in a signed writing.
This Section does not modify a separate written warranty applicable to a purchased Product.
TO THE EXTENT PERMITTED BY LAW, DEFELSKO AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR THE DEVELOPER MATERIALS, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION.
THE COMBINED TOTAL LIABILITY OF DEFELSKO AND ITS LICENSORS AND SUPPLIERS FOR CLAIMS ARISING FROM THIS AGREEMENT OR THE DEVELOPER MATERIALS WILL NOT EXCEED THE HIGHER OF:
(a) US$100; OR
(b) THE FEES YOU PAID DEFELSKO SPECIFICALLY FOR THE DEVELOPER MATERIALS UNDER THIS AGREEMENT DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
Payments for instruments, calibration, repairs, or separately licensed services are not fees for Developer Materials.
These limitations apply across all legal theories, including contract and negligence, even if a party was informed that the loss could occur. They reflect the allocation of risk underlying this license.
Nothing in this Agreement excludes or limits liability for fraud, gross negligence, willful misconduct, or any other liability to the extent applicable law prohibits its exclusion or limitation.
You will defend DeFelsko and its officers, employees, licensors, and suppliers against third-party claims arising from:
(a) your Applications, including their distribution, operation, or support;
(b) your unauthorized use or disclosure of Developer Materials;
(c) your breach of this Agreement or violation of applicable law or third-party rights; or
(d) warranties, representations, or commitments you make to customers or others concerning DeFelsko, Products, or Developer Materials.
You will pay damages, reasonable legal costs, and settlement amounts resulting from those claims. This obligation does not apply to the extent a claim arises from DeFelsko’s fraud, gross negligence, willful misconduct, or liability that cannot lawfully be allocated to you.
DeFelsko will give reasonably prompt notice of a claim and reasonable cooperation at your expense. A delay in notice reduces your obligations only to the extent it materially prejudices the defense.
You may control the defense using counsel reasonably acceptable to DeFelsko. You may not settle a claim in a manner that admits fault by, imposes nonmonetary obligations on, or fails to release DeFelsko without its written consent. DeFelsko may participate through its own counsel at its own expense.
This Agreement continues until terminated as follows:
(a) Competing manufacturers. DeFelsko may end your developer rights through a Transition Notice under Section 5.2, subject to the transition and deadlines in Section 5.3.
(b) Material breach. DeFelsko may terminate this Agreement immediately by written notice if you materially breach it, including through unauthorized disclosure or distribution of Developer Materials or conduct creating a material security risk. Competing-manufacturer status alone is not a material breach.
(c) Termination for convenience. DeFelsko may terminate for other reasons by providing a written Transition Notice. Receipt of that notice establishes the Notice Date, and the same sixty-day cessation period and Application-specific Discontinuation Dates in Section 5.3 apply. No competing-manufacturer determination is required for termination under this paragraph.
(d) Termination by Developer. You may terminate by notifying DeFelsko and discontinuing your access, use, and distribution of Developer Materials. Voluntary termination does not grant or extend transition rights.
For termination under paragraph (a) or (c), this Agreement remains in effect for the limited purpose of the transition until the last applicable temporary developer right expires, unless it is terminated earlier under paragraph (b) or (d). Each activity must cease when its own applicable deadline occurs, even if another temporary right remains in effect.
DeFelsko may immediately suspend affected access or activities to the extent reasonably necessary to address unauthorized use, a material ongoing security threat, or a legal requirement. A suspension must be limited to the affected access or activities and the period reasonably necessary to address its basis. Competing-manufacturer status alone is not a basis for bypassing Section 5.3 through suspension.
When a right expires or terminates, you must stop exercising that right. In particular:
(a) uses subject to the sixty-day cessation requirement in Section 5.3 must cease by that deadline;
(b) use and distribution relating to a transitioning Application must cease by its applicable Discontinuation Date; and
(c) upon immediate termination for material breach or voluntary termination, your developer rights cease when that termination takes effect.
Within ten business days after the applicable rights end, you must return or delete the Developer Materials and DeFelsko Confidential Information associated with those rights that are in your possession or control, and direct authorized personnel to do the same.
You may retain materials reasonably necessary to exercise another temporary right that remains in effect under Section 5.3, but may use them only for that remaining permitted activity. The return or deletion period for those retained materials begins when the last applicable temporary right ends.
The deletion period does not authorize continued operational use, development, distribution, or API access after the applicable right has ended.
Upon request, an authorized representative must certify compliance in writing.
You may retain one restricted archival copy where required for legal or compliance purposes. Copies in routine backups may remain until overwritten through ordinary retention procedures if they are not restored for operational use. Retained archival and backup copies may not be used for development, operation, or distribution and remain subject to applicable confidentiality obligations.
You may retain and use independently developed code that does not contain or rely on Developer Materials. Termination does not require destruction of lawfully retained customer measurement data.
Valid sublicenses previously granted to Independent Customers for Application copies lawfully distributed while your distribution rights were in effect survive termination or expiration of your developer rights, subject to this Section.
For an Application subject to Section 5.3, qualifying copies include those lawfully distributed during the transition period before its Discontinuation Date. If your distribution rights end earlier because of material breach or voluntary termination, only copies lawfully distributed before that earlier termination qualify.
Qualifying Independent Customers may continue operating their already-distributed compiled Application copies, including compiled Sample Code, Redistributable Components, and API communications already implemented in those copies, solely within their existing license scope and for use with Products.
Customers may make copies reasonably necessary to operate, back up, or reinstall their existing licensed copies. They do not receive source code, development rights, or authority to distribute Developer Materials independently.
These rights continue only while the customer complies with the applicable license restrictions. They do not validate unlawfully distributed copies or authorize unlawful use.
This exception excludes you, your Affiliates, and anyone acting on your behalf to exercise rights that have ended. It grants you no continuing right to:
(a) access or use the API or Developer Materials;
(b) operate or maintain a hosted service that uses them;
(c) distribute additional Application copies containing or enabling the DeFelsko API integration; or
(d) develop or deliver updates that use or incorporate Developer Materials.
You are not required solely because your developer rights end to recall or remotely disable qualifying Independent Customer copies. Continued customer operation does not obligate DeFelsko to provide hosting, support, updates, or continued availability of any service.
The survival of customer sublicenses does not extend your own transition period or excuse compliance with the marketing requirements in Section 5.3.
Termination does not change ownership of lawfully acquired Products or revoke separately granted firmware licenses or third-party license rights.
Provisions concerning ownership, confidentiality, accrued obligations, warranty exclusions, liability limits, indemnification, termination consequences, surviving customer rights, dispute resolution, and interpretation or enforcement of those obligations continue after termination.
Survival of an obligation does not independently extend a developer license or distribution right.
You must comply with applicable export controls, sanctions, import restrictions, and other laws governing access to or transfer of Developer Materials.
You must not provide Developer Materials to a person, destination, or end use prohibited by applicable law, or obtain access where that access is prohibited. You are responsible for obtaining any authorization required for your activities.
New York law governs this Agreement, excluding rules that would select another jurisdiction’s law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Subject to mandatory legal rights, disputes must be brought in the state courts in St. Lawrence County, New York, or the federal court for the Northern District of New York. Each party accepts those courts’ jurisdiction.
Before filing a claim, a party must provide written notice describing the dispute and allow thirty days for good-faith efforts to resolve it. This requirement does not prevent seeking urgent relief to protect intellectual property, confidential information, or security.
The dispute-resolution period does not itself extend a transition period or suspend a deadline under Sections 5 or 14. An extension requires written agreement or an applicable court order.
To the extent legally enforceable, claims under this Agreement must be pursued individually rather than through a class or representative proceeding.
A party may request injunctive relief where legally available. This Agreement does not eliminate the need to satisfy the applicable legal requirements for that relief.
This Agreement governs the Developer Materials expressly supplied under it. For those materials, it controls over inconsistent provisions in DeFelsko’s general End User License Agreement, including restrictions that would otherwise prohibit the development, modification, or distribution expressly permitted here.
Separately licensed DeFelsko applications, hosted services, and instrument firmware remain governed by their applicable agreements. Purchase of Products remains subject to the applicable sales terms.
This Agreement does not automatically grant access to PosiSoft.net or any other hosted service.
An agreement signed by both parties that expressly modifies this Agreement controls to the extent of that modification. Existing confidentiality obligations are not displaced unless the parties expressly agree otherwise.
Entire agreement. This Agreement states the parties’ complete agreement concerning its subject matter, together with any expressly applicable signed amendments. Purchase-order terms do not modify it.
Changes. Material amendments require your affirmative acceptance or a written agreement signed by both parties. DeFelsko may condition access to newly offered Developer Materials on acceptance of revised terms, subject to the rights and termination provisions applicable to existing materials. Posting revised terms does not itself shorten an existing transition period or revoke surviving customer rights.
Assignment. You may not assign this Agreement without DeFelsko’s written consent. Any permitted successor remains subject to Section 5. DeFelsko may assign this Agreement to a successor to the relevant business or assets.
Severability. If a provision cannot lawfully be enforced, it will be limited or severed to the extent necessary, and the remaining provisions will continue where legally possible.
Waiver. A failure or delay in enforcing a provision is not a waiver. Any waiver must be in writing and applies only to the circumstances expressly identified.
Independent parties. Neither party is the other’s agent, partner, or representative, and neither may make commitments on the other’s behalf.
Mandatory rights. This Agreement does not remove rights or protections that applicable law makes nonwaivable, including mandatory consumer, language, or jurisdictional rights where applicable.
Notices to you. DeFelsko may send notices to the email address you provide for developer access or to another address you designate in writing. You must maintain current contact information. An email notice is received when it reaches your designated mail system without a delivery-failure notification; otherwise, actual receipt or another legally effective delivery method is required.
Notices to DeFelsko. Send notices to DeFelsko Corporation, Attention: Legal, 800 Proctor Avenue, Ogdensburg, New York 13669, USA, with an email copy to techsale@defelsko.com. Routine developer inquiries may be sent to that email address.
Calculation of periods. A period measured from receipt of a notice begins on the day after receipt. “Business days” excludes Saturdays, Sundays, and public holidays observed in New York State.
Electronic acceptance. The parties may accept this Agreement electronically. DeFelsko may retain the acceptance record and the version accepted as evidence of the agreement.
By selecting “I Agree,” signing, or otherwise affirmatively accepting this Agreement, you confirm that you have had an opportunity to read it, agree to its terms, and have authority to accept it for the identified Developer.
You specifically acknowledge the commercial distribution conditions in Section 3, the competing-manufacturer determination and transition provisions in Section 5, and the termination and surviving customer provisions in Section 14.