LICENSE.txt

Myo SDK license agreement

Version Date: December 17, 2014

Thanks for your interest in the Myo armband from Thalmic Labs!  We are excited that you want to develop software using our Myo SDK.  Your use of our Myo SDK is subject to our Myo SDK license terms, as set forth here.  By using the Myo SDK, you are agreeing to adhere to and be bound by these terms, and also signifying that you can legally be bound by these terms.  If you are using the Myo SDK to develop software on behalf of a third party, like your employer, you are also agreeing to these terms on their behalf and you must have the authority to bind them to these terms.  If you do not or cannot agree, then we do not permit you to use, and you must not use, the Myo SDK in any way.

THE BOTTOM LINE:  The Myo SDK is being provided to you free of charge, so you are accepting all risks in using the Myo SDK, and you are also agreeing to be liable for anything arising from your use of the Myo SDK, such as software you develop.  We own and are responsible for the Myo SDK; you own and are responsible for any software you develop using the Myo SDK, but if you develop any gesture recognition algorithms using the Myo SDK, you will let us use them at no charge and without any restrictions.  We will only be responsible for issues relating to the Myo SDK that are wholly within our control, and then only to the limited extent that the law says that we must be responsible.

THE DETAILS (NUMBERED SUMMARY HEADINGS PROVIDED FOR CONVENIENCE ONLY):

1. You and Thalmic Labs are entering into this agreement.

The parties to this agreement are you, on behalf of yourself as an individual and/or as a representative of an employer, company or other third party entity (being the party for whose benefit the Myo SDK is being used), and Thalmic Labs Inc., an Ontario corporation with principal place of business at 24 Charles Street West, Kitchener, ON N2G 1H2 (Thalmic).

2. This is a license agreement allowing you to develop Applications using the Myo SDK.

This is a software license agreement for the Myo SDK (meaning the system files, redistributables, libraries, tools, data, APIs, sample code, documentation, and other software materials, as well as any updates to the foregoing, which are made available to you by Thalmic in connection with this agreement) for use in developing Applications (meaning any software developed, built, created, or otherwise produced using the Myo SDK) for the Myo armband (meaning the Myo gesture control armband).

3. You can develop Applications as long as you comply with all laws, do not damage us or the Myo SDK in any way, and use the Myo SDK the way we have said it is intended to be used.  You are free to copy, distribute, modify, and create derivative works of the sample code that we provide and to redistribute the redistributable files that are necessary for your Application to run.

Subject to the terms of this agreement, Thalmic grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the Myo SDK solely to develop Applications for the Myo armband.  Your Application and your use of the Myo SDK must comply with: (a) this agreement, and (b) any applicable laws, regulations or other mandatory requirements applicable to you and/or the Application (including any laws regarding the export of data or software).

Except to the extent required by applicable third party licenses (if any), you may not: (a) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Myo SDK or any part of the Myo SDK.  Notwithstanding the foregoing, you are permitted to modify and/or create derivative works of any sample code included in the Myo SDK, to distribute such modifications and/or derivative works of sample code with your Application, and, if your employer is bound by this agreement, to copy/redistribute the Myo SDK to other employees of your employer.  You are also permitted to redistribute, with your Application, any redistributable file from the Myo SDK (such as myo.dll in the Windows version, myo.framework in the Mac version, and the like) that is required in order for your Application to run.

You agree that if you use the Myo SDK to develop an Application for general public users, you will protect the privacy and legal rights of those users.  You also agree that you will not engage in any illicit or illegal activity with the Myo SDK, including the development or distribution of any 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 Thalmic.

4. There may be software in the Myo SDK owned by third parties (i.e., not Thalmic and not you), so when you use the Myo SDK, you need to comply with their license agreements as well.

Use, reproduction and distribution of components of the Myo SDK licensed under a third party software license (including but not limited to an open source software license) are governed solely by the terms of that third party software license and not this agreement.  Such licenses, if applicable, may be found in the documentation accompanying the Myo SDK.

5. We own everything else having to do with the Myo SDK and the Myo armband (except the third party software mentioned in #4 above).

You agree that Thalmic or third parties own all legal right, title and interest in and to the Myo SDK, including any intellectual property rights (patents, copyrights, trademarks, etc.) that subsist in the Myo SDK.  You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Myo SDK.  Thalmic reserves all rights not expressly granted to you under this agreement.

Thalmic reserves the right to discontinue, change or remove features, or change the form and nature of the Myo SDK at any time without notice.  Future versions of the Myo SDK may be incompatible with Applications developed on previous versions of the Myo SDK.  This agreement may also be modified by Thalmic in future versions of the Myo SDK, and you are responsible for ensuring that you and your Application(s) are in compliance with the then-current version.

6. You own your Application, but Thalmic does get full license rights to any gesture recognition algorithms that you may develop using the Myo SDK.  Ongoing compatibility between your Application and the Myo armband / Myo SDK is your responsibility, not the responsibility of Thalmic.  You are also accountable for anything to do with your Application (such as how it is developed, licensed or sold, and its operation), and for your handling of any third party data that you collect through the Myo armband or your Application.

With the exception of any algorithms, methods, processes, or techniques for gesture recognition (Algorithms) that you develop using the Myo SDK, Thalmic agrees that it obtains no right, title or interest from you (or your licensors) under this agreement in or to any Application(s) that you develop, including any Intellectual Property Rights that subsist in such Application(s).  If you develop any Algorithms, you hereby grant to Thalmic an irrevocable, unlimited, worldwide, royalty-free, perpetual, and non-exclusive license to execute, copy, reproduce, perform, make, produce, modify, maintain, sell, market, promote, distribute, export, import, transmit, broadcast, sub-license, create derivative works of, and otherwise use in any way that Thalmic deems appropriate, any such Algorithm.  You agree to share full details of any Algorithm that you develop with Thalmic, including data and source code if applicable, upon request by Thalmic.

You agree that you are solely responsible for (and that Thalmic has no responsibility to you or to any third party for) any data, content, or resources that you and/or users of your Application create, collect, or transmit by a Myo armband and/or by your Application, and for the consequences of your actions (including any loss or damage which Thalmic may suffer) by doing so.  AS INFORMATION AND DATA THAT YOU COLLECT BY USING THE MYO ARMBAND AND/OR YOUR APPLICATION MAY BE CONSIDERED THIRD PARTY PERSONAL OR PROPRIETARY INFORMATION, YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS (INCLUDING PRIVACY LAWS) RESPECTING SUCH COLLECTION, INCLUDING BY OBTAINING ALL RELEVANT PERMISSIONS FROM ANY PERSONS TO COLLECT AND USE SUCH INFORMATION AND DATA IN THE MANNER THAT YOU CONTEMPLATE.  You agree that you are solely responsible for the operation, marketing, compatibility, and all other aspects of your Application(s), and for complying with all applicable laws regarding such Application(s).  Thalmic expressly disclaims all liability for any claims, losses or damages arising from your Application(s), your marketing, distribution or other handling of such Application(s), and/or your collection and/or handling of data and information through the Myo armband or the Application, and you agree to indemnify Thalmic against all such claims, losses and damages, in accordance with this agreement.

7. We are providing the Myo SDK without any warranties, and you are accepting all risk in using the Myo SDK.  We have no liability to you for any damages relating to your use of the Myo SDK or your reliance on any data that you may obtain through your use of the Myo SDK.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MYO SDK IS AT YOUR SOLE RISK AND THAT THE MYO SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM THALMIC.  THALMIC EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY OR CONDITION ARISING BY STATUTE, CUSTOM OR USAGE OF TRADE RELATED TO THE MYO SDK PROVIDED HEREUNDER.  THALMIC SPECIFICALLY DOES NOT WARRANT THAT THE OPERATION OF THE MYO SDK WILL BE UNINTERRUPTED OR ERROR-FREE.  In particular, you acknowledge that Thalmic does not warrant or recommend the Myo armband for use in any application (such as vehicular control) for which a failure or fault may result in death, personal injury or damage to property.
YOUR USE OF THE MYO SDK AND ANY MATERIAL PRODUCED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE MYO SDK, INCLUDING ANY DATA YOU COLLECT AND ANY APPLICATION(S) YOU DEVELOP, IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY PERSON OR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH USE.  Without limiting any other provision of this Agreement, under no circumstance will Thalmic be liable for any loss or damage caused by your reliance on, or use of, any information or data obtained through the Myo SDK, your Application or otherwise through the Myo armband, and it is solely your responsibility to evaluate the accuracy, completeness or usefulness of any such data or information.

Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions.  To the extent permitted by law, any implied warranties or conditions relating to the Myo SDK, to the extent that they cannot be excluded as set out above, are limited to thirty (30) days from the date that you first download the Myo SDK.

The only type of damages that can be recovered against Thalmic arising from or related to this agreement (including without limitation in relation to the Myo armband, the Myo SDK and your use under this agreement thereof), shall be your direct damages, if any, to the extent arising from gross negligence of or wilful misconduct by Thalmic.  In no event shall the aggregate liability of Thalmic exceed the amount paid by you for the portion of the Myo SDK that gave rise to the claim.  EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THALMIC BE LIABLE FOR ANY DAMAGES WHATSOEVER, TO YOU OR TO ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE MYO SDK, YOUR APPLICATION(S), OR THE MYO ARMBAND, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT), WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE MYO SDK, EVEN IF THALMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. We want our customers to have a consistent and enjoyable experience and wish to protect our name and reputation, so you need to follow our guidelines in developing your Application and in referencing us or our products.

You agree to follow the guidelines for the naming, branding, and general presentation of Applications for the Myo armband, viewable at https://developer.getmyo.com/branding and the guidelines for the user experience provided by Applications for the Myo armband, viewable at https://developer.getmyo.com/ux (collectively, the Guidelines).

Thalmic reserves the right to update and/or modify the Guidelines at any time in its sole discretion.  You must ensure that any Application that you develop complies with the current Guidelines before you distribute the Application.

Except as otherwise expressly provided herein, you are prohibited from making any references to Thalmic, the Myo armband, the Myo SDK, or any other Thalmic products and services (whether in conjunction with your Application or otherwise), and especially shall not make any representations, guarantees or warranties to any third party in relation to Thalmic, the Myo armband, the Myo SDK, or any other Thalmic products and services.  Except to the limited extent provided by the Guidelines, nothing in this agreement gives you a right to use any of the trade names, trademarks, service marks, logos, domain names, or other brand features owned by Thalmic.

9. Unless you opt-out, we may automatically collect certain information from your use of the Myo SDK to help us improve our products and services.  The same goes for users of your Application, and your use of an Application developed by a third party.

In order to continually innovate and improve the Myo SDK and/or the Myo armband, Thalmic may collect certain usage statistics related to the Myo SDK, Applications, and/or the Myo armband, including without limitation: a unique identifier of the Myo armband being used, an associated IP address, a version number of the Myo SDK and/or Application, a version number of the firmware of the Myo armband being used, information on which tools and/or services in the Myo SDK and/or Application are being used and how they are being used, and/or gesture data collected and stored during use of the Myo SDK and/or Application.  Any or all of this information may be transmitted to Thalmic from you unless you opt out of data collection as described in the documentation accompanying the Myo SDK.  Likewise, any or all of this information may be transmitted to Thalmic from users of your Application unless users of your Application opt out of data collection as described in the documentation accompanying the Myo SDK.  It is your responsibility to inform users of your Application that this information may be automatically collected and to ensure that your Application is compatible with the opt out technique(s) described in the documentation accompanying the Myo SDK.  The data collected is examined in the aggregate to improve the Myo SDK and/or the Myo armband and is maintained in accordance with the Thalmic Privacy Policy, available at: https://thalmic.com/privacy.

10. As part of your acceptance of risks under this agreement, you bear full responsibility for any claims made against us due to your Application and/or your acts or omissions, but you will not be responsible for any claims caused use of the Algorithms by Thalmic.

You agree to indemnify, defend and hold harmless Thalmic, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your access, use or misuse of the Myo SDK and/or the Myo armband, (b) your Application or other code developed or marketed by you in using the Myo SDK, (c) any breach of this agreement by you, (d) the infringement by you, or any third party obtaining access to the Myo SDK or Application through you, of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws.  Thalmic reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Thalmic, at your expense, in asserting any available defences.  The foregoing indemnity shall not apply to the extent that any claim or demand is caused solely by use of the Algorithms by Thalmic pursuant to the license granted to Thalmic in Section 6.

11. This agreement will continue to apply until terminated by either you or Thalmic.

If you want to terminate this agreement, you may do so by ceasing your use of the Myo SDK.  Thalmic may at any time, terminate this agreement with you if: (A) you have breached any provision of this agreement; (B) Thalmic is required to do so by law; (C) Thalmic decides to no longer make available the Myo SDK or certain parts of the Myo SDK to users in the country in which you are resident or from which you use the Myo SDK; or (D) the provision of the Myo SDK to you by Thalmic is, in the sole discretion of Thalmic, no longer commercially viable.

When this agreement comes to an end, all of the legal rights, obligations and liabilities that you and Thalmic have benefited from, been subject to (or which have accrued over time while this agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 12 shall continue to apply to such rights, obligations and liabilities indefinitely.

12. This section explains how this agreement will be interpreted and enforced.

This agreement constitutes the whole legal agreement between the parties governing your use of the Myo SDK and completely replaces any prior agreement(s) between the parties in relation to the Myo SDK.  This agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada.  The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this agreement.  If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this agreement shall continue in full force and effect.  You agree that if Thalmic does not exercise or enforce any legal right or remedy which is contained in this agreement (or which Thalmic has the benefit of under any applicable law), this will not be taken to be a waiver of any Thalmic rights and that those rights or remedies will still be available to Thalmic.  The rights granted in this agreement may not be assigned or transferred by either party without the prior written approval of the other party.  Neither party shall be permitted to delegate their responsibilities or obligations under this agreement without the prior written approval of the other party.