FLIR Spinnaker® SDK License Agreement

READ CAREFULLY: This is a legal agreement between you (an individual or a single entity) (“you”) and FLIR Systems Inc. (“FLIR”).  Information contained in this software or document pertains to a Canadian product that is not controlled by the Canadian Government.  Before installing and using the Spinnaker® Software Development Kit and any updates to it that we may at our discretion provide to you (collectively, the "SDK"), you should read this agreement.  If you do not agree with all of the terms of this agreement, do not install or use the SDK.  FLIR may change this agreement at any time and it is your responsibility to review the most updated version of it on FLIR’s website.  By continuing to use the SDK following such changes, you agree to be bound by them.

1.	Grant of License: Subject to the terms of this agreement, you are hereby granted a limited, terminable, non-transferable, non-exclusive license and right to use the SDK only in conjunction with: (a) those FLIR cameras listed at https://www.flir.com/products/spinnaker-sdk (as such list may be amended by FLIR at any time and from time to time) and owned by you; and (b) the images derived from such cameras. FLIR Systems processes your personal data when you install and use the SDK in accordance with the information notice posted at the end of this License Agreement.

2.	Free and Open Source Components: Notwithstanding anything to the contrary herein, use, copying and distribution of components of the SDK licensed under free and open source license agreements are governed solely by the terms of those license agreements (which are contained in the electronic documentation for the SDK) and not this agreement.

3.	Restrictions: Except as (and only if) explicitly permitted by Section 4 below, you will not, and will not permit any third parties to: (a) copy the SDK, other than a reasonable number of backup copies for your own use only, and such backup copies together with the original will be kept in your possession and control; (b) provide or disclose the SDK to any third party; (c) alter, modify, reverse engineer, decompile or disassemble the SDK, or attempt to do any of the foregoing; (d) grant sublicenses, leases, or any other rights in the SDK to any third party; or (e) remove, alter or obscure any proprietary rights notices (including any copyright and trademark notices) on and in the SDK.

4.	Additional OEM Rights: If you are an original equipment manufacturer, then in addition to the rights set out in Section 1 above you are hereby granted a limited, terminable, non-transferable, non-exclusive license and right to use the SDK for the sole additional purpose of incorporating the libraries found in the SDK (collectively, the “Libraries”) into new products developed by you, in whole or in part, using the SDK (collectively, the “Derivative Products”) provided that you: (a) ensure that the components of any Derivative Product that derive functionality from any of the Libraries may only be used with FLIR products, including the SDK, and images derived from such products; (b) may only redistribute drivers (.inf and .sys), dynamically linked libraries (.dlls and .so), executables (.exe) and documentation (.doc, .txt, .pdf and .chm) and only to the extent necessary to support your Derivative Products.  For clarity, headers (.h), source (.c, .cpp,.cs and .vb) and statically linked libraries (.lib and .a) cannot be redistributed; (c) will prohibit any, and ensure that there is no, redistribution of any of the Libraries by any third party, including any end user customers; and (d) will include any FLIR and third party proprietary rights legends or notices (including copyright and trademark notices), unaltered and unobscured, on all Derivative Products.

5.	Ownership:  FLIR and third parties are the owners of and retain title to all proprietary and intellectual property rights (including all patent, copyright, trade secret and trademark rights) in and to the SDK.  You have no right, title or interest in the SDK, except as specifically set forth herein, and no rights in any trade-marks of FLIR.  All rights not explicitly granted herein are hereby reserved.

6.	Indemnification:  You assume the entire risk relating to, and will indemnify, hold harmless and defend FLIR from and against any claims, actions, lawsuits, or proceedings, and any losses, liabilities, damages and expenses (including attorney’s fees and expenses) that arise or result from your activities under this agreement, including the distribution or use of the SDK (including the Libraries) and/or the development, distribution or use of any Derivative Product (including any intellectual property infringement claims relating thereto).

7.	No Warranties:  Your use of the SDK is solely at your own risk.  The SDK is provided “as is” and “as available” without warranty or condition of any kind, either express, implied or statutory, including implied warranties of merchantability, fitness for a particular application or purpose, title and non-infringement, and FLIR hereby expressly disclaims all such warranties and conditions.  Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

8.	Limitation of Liability:  Notwithstanding any other provision herein, to the maximum extent permitted by applicable law, FLIR will not under any circumstances be liable for any direct, indirect, incidental, consequential, punitive or special losses or damages (including damages for bodily injury or death, business interruption, loss or corruption of business information or data, loss of opportunity, loss of privacy, cost of recovery, financial loss, loss of revenue or loss of profits for any reason whatsoever) whether or not FLIR has been advised or should have been aware of the possibility of any such losses or damage arising, and in no event will the aggregate and cumulative liability of FLIR for any matters arising under this agreement or otherwise exceed $25.

9.	Changes and Support:  FLIR may at its sole discretion elect to provide you with limited support services related to the SDK for such period of time as FLIR at its sole discretion elects.  FLIR may change or cease to provide the SDK and the limited Support at any time and from time to time without notice to you and that FLIR is not obligated to provide the SDK or any support.  FLIR may use any technical information, feedback or ideas you provide to FLIR for FLIR’s business purposes, including product support and development.

10.	Termination: FLIR may terminate this agreement immediately on notice to you if you violate any of the terms of this agreement.  FLIR may also terminate this agreement for convenience provided that 30 days notice is delivered to you.  Any notice given by FLIR hereunder will be effective when sent by FLIR to the email address you provided to FLIR when you registered for a download account.  On termination, for any reason, your rights hereunder will cease and you must immediately return all copies of the SDK to FLIR and on termination for violation or default, you will be liable to FLIR for all damages suffered as a result of the violation or default.  Sections 6-8, 10 and 12 will survive any termination hereof.

11.	Export Laws: This agreement involves products and/or technical data that may be controlled under laws and regulations of the United States and other countries, including the United States Export Administration Regulations, or any other applicable law, regulation, rule, guideline or order (collectively, “Export Laws”).  You will comply with all Export Laws to ensure that the SDK is not exported, directly or indirectly, in contravention of the Export Laws.  You represent and warrant to FLIR that you are not a person barred from receiving the SDK under any Export Laws.

12.	General: This agreement is the entire agreement between you and FLIR with respect to the subject matter of this agreement.  If you are signing on behalf of an entity such as a corporation, you represent and warrant that you have the authority to bind such entity.  This agreement and the rights granted hereunder are personal to you and you may not assign this agreement to a third party without the prior written consent of FLIR.  This agreement is governed exclusively by and will be enforced, construed, and interpreted exclusively in accordance with the laws of British Columbia (“BC”) and the laws of Canada applicable in BC.  The courts of the Province of BC will have exclusive jurisdiction over any dispute arising under this agreement.  You agree that termination and/or monetary damages may not be a sufficient remedy if you breach this agreement and that FLIR will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach.  If FLIR does not exercise any legal right or remedy in this agreement or otherwise, this will not be taken to be a formal waiver by FLIR of its rights, which rights will remain available to FLIR.  If any provision of this agreement is construed to be illegal or invalid, the illegal or invalid provisions will be deemed stricken and deleted herefrom to the same extent and effect as if never incorporated herein, but all other provisions hereof will continue in full force and effect.

Information regarding the protection of Personal Data of users located in the E.U.

This information notice describes FLIR Systems, Inc.’s (“FLIR”) use of your personal data when you install and use FLIR’s Software Development Kit (SDK) in conjunction with compatible FLIR cameras owned by you and the images derived from such cameras.

1.	Personal data we collect
FLIR collects the following data during SDK installation/uninstallation, as well as during the execution of our camera evaluation application (SpinView_WPF):
• Product name
• Product version
• Operating system and architecture
• IP Address and geographical location (which is being anonymized as per Google Analytics setting, see section 11 Google Analytics)
• Data Source (internal from FLIR or external from customers)
• Data related to your use of the SDK:
  o Components selected for installation or uninstallation in the installer
  o Timestamp for when installation or uninstallation occurred
  o User interface features selected, updated or modified in the camera evaluation application
  o Timestamp for when features in the camera evaluation application were selected, updated or modified

2.	Purposes we process personal data for
We process this personal data for the following purposes:
• To provide services you have requested, and respond to any comments or complaints you may send us;
• We monitor use of our products and services, and may use your information to help us monitor, improve and protect our products, content, services and websites;
• To comply with applicable laws and protection of our legitimate business interests and legal rights, including, but not limited to, use in connection with legal claims, compliance, especially general trade compliance, regulatory, investigative purposes (including disclosure of such information in connection with legal process or litigation).

3.	Legal basis for the processing of personal data 
Your personal data is processed based on the following legal basis:
• Art. 6 para 1 (b) GDPR to provide the service offerings you have requested.
• Art. 6 para 1 (f) GDPR to achieve research and analytic purposes to improve and further develop service offerings, including but not limited to the service offerings.
• Art. 6 para 1 (c) GDPR for legal compliance based on a legal obligation under EU or Member State law to which we are subject.

4.	Sharing personal data
FLIR does not rent, sell or share your Personal Information unnecessarily, or without a clearly defined purpose, and not without ensuring all the necessary protections are in place, to ensure FLIR meets all its legal obligations around the storage, transmission and processing of Personal Information, as set out by all relevant legislations within the markets that FLIR operates. When we share your Personal Information, we do not allow any third-party partners to use it for their own marketing purposes. When we do share your Personal Information, you can be assured that it will only be shared with third-party recipients who will protect your Personal Information as closely as FLIR does. We may share your personal data for the above-mentioned purposes with the following third parties:

• Affiliates: We may share your Personal Information with relevant Affiliates of FLIR so that they may assist you locally with the sale of one of our products, service, support, training, or other tasks that need local representation, or if sharing the data is necessary to making available the FLIR Site or FLIR Cloud Services to you.  We are also a global enterprise comprised of a group of companies operating internationally. This entails that business functions handling Personal Information to achieve the purposes defined in this Privacy Policy are managed centrally or only by some Affiliates. 
FLIR’s internal access permissions are strictly controlled, and so FLIR also does not allow access to your Personal Information by FLIR employees, unless the employee requires access to fulfill their role and responsibilities. All companies in the FLIR group are bound, as required by law, to ensure that Personal Information is protected consistent with EU standards as explained in section 7 “Transfer of personal data” below. 

• Service Providers: Personal data may be shared with third party service providers, who will process it for the purposes above. Such third parties include, but are not limited to, IT service, Cloud Storage service providers, Cloud service providers, training providers, survey service providers, investigators, auditors and data hosting providers.

• Government Authorities / Law Enforcement Officials: Personal data may be shared with government authorities and/or law enforcement officials if required for the purposes above, if mandated by law or if required for the legal protection of our legitimate interests in compliance with applicable laws.

5.	Transferring personal data
We are committed to maintaining the security of data, including personal data, and we have comprehensive corporate policies regarding information security. We will protect personal data, regardless of whether it is inside or outside the EU and regardless of whether it is processed by us or by third party service providers on our behalf.
Where information is transferred out of the European Economic Area (E.E.A.), and where this is to an affiliate of ours or to a third party in a country that is not subject to an adequacy decision by the E.U. Commission, data is in all cases adequately protected under appropriate safeguards such as E.U. Commission approved standard contractual clauses, an appropriate Privacy Shield certification or a vendor's Processor Binding Corporate Rules.

6.	Your rights
You may be entitled to ask us for a copy of your personal data, to correct it, erase or restrict its processing, or to ask us to transfer some of this personal data to other organizations. You may also have rights to object to some processing activities, such as the profiling we may perform for the purposes of direct marketing, and, where we have asked for your consent to process your data, to withdraw this consent. These rights may be limited in some situations – for example, where we can demonstrate that we have a legal requirement to process your data. In some instances, this may mean that we are able to retain data even if you withdraw your consent. 
Participating in the pre-release testing and providing feedback and receiving recommendations is entirely voluntary. However, if you wish to participate in the testing , it is mandatory for you to provide certain information to allow us to conduct a useful test in regard to its purpose (collecting user experience based on user profiles) or so that we can comply with legal or contractual obligations: if such data is not provided, then we will not be able to manage our contractual relationship, or to meet obligations placed on us. In all other cases, provision of requested personal data is optional.

7.	Contact options
For any questions or concerns relating to this information notice, or our data protection practices, please contact us at: FLIR Systems Trading Belgium BVBA, Luxemburgstraat 2, 2321 Meer, Belgium. Phone: +32 (0) 3665 5100; E-Mail: [email protected] 

8.	Data retention and deletion
We will keep your personal data described in section 1 for 26 months to provide the Service Offerings you have requested. Afterwards, we may retain data for an appropriate period to protect ourselves from legal claims, to administer our business, or to the extent permitted by applicable law, which may require us to hold your personal data for specific periods. We will delete your personal data, when you object to the processing in accordance with “What rights to you have in relation to your data” (see above) or when we are obliged to delete it in accordance with an obligation under applicable law.

9.	Changes to this information notice
This information notice may, from time to time, change. Such amendments might become necessary due to the need to keep the information notice up to date, given changes in our business practice or in response to legislative changes, and whether they are international or national changes, and may be made without prior notice. If there are any significant changes made to the use of your personal data, which differs from that which was stated at the time your personal data was collected, then we will notify you by e-mail to the e-mail address you have registered.

10.	Cookies
We use cookies within our App. Cookies are small text files sent by a web server to the App and saved locally on your device. The cookie allows the server to uniquely identify the App. Cookies do not cause any harm to your device and do not contain viruses. We use the following categories of cookies on our App:

• Category 1: Strictly Necessary Cookies
These cookies are essential in order to enable you to move around the App and use its features. Without these cookies, services you have asked for such as remembering your login details or data provided cannot be provided. 

• Category 2: Performance Cookies
These cookies collect information on how people use our App. For example, we use Google Analytics cookies to help us understand how users arrive at our site, browse or use our site and highlight areas where we can improve areas such as navigation, App experience and marketing campaigns. The data stored by these cookies never shows personal details from which your individual identity can be established. 

• Category 3: Functionality Cookies
These cookies remember choices you make such as the country you visit our App from, language and search parameters. 

11.	Google Analytics
Our installer and camera evaluation application uses Google Analytics, which is an analytics service provided by the third party provider Google, Inc. (“Google”). Google Analytics is used for the purpose of evaluating your use of our App, compiling reports on App activity and other services relating to website activity and internet usage. The information generated by the cookie about your use of the App is usually transmitted to and stored by Google on servers in the United States. This transfer is covered by Google’s Privacy Shield certification and a separate data processing agreement that we have concluded with Google. In our installer and camera evaluation application, we have also activated the IP anonymization feature provided by Google to help protect your privacy. This means that your IP address will automatically be shortened after it is collected so it can no longer be connected to you and likewise your geographical location will be interpreted by Google Analytics through the use of IP by enabling IP anonymization up to city level (see https://support.google.com/analytics/answer/2763052?hl=en). For more information see https://support.google.com/analytics/answer/6004245?ref_topic=2919631 (information on Google Analytics and data privacy).