LICENSE

EVALUATION SIMULATOR SOFTWARE LICENSE AGREEMENT

DO NOT DOWNLOAD, INSTALL ACCESS, COPY, OR USE ANY PORTION OF THE LICENSED MATERIALS (DEFINED BELOW) UNTIL YOU HAVE READ AND ACCEPTED THE TERMS OF THIS AGREEMENT.  BY INSTALLING, COPYING, ACCESSING, OR USING THE LICENSED MATERIALS, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  If You do not agree to be bound by, or the entity for whose benefit You act has not authorized You to accept these terms and conditions, do not install, access, copy, or use the LG Evaluation Simulator Software Code and destroy all copies in your possession.

This Evaluation License Agreement (“Agreement”), effective upon your acceptance of this Agreement (“Effective Date”), is between LG Silicon Valley Lab with offices located at 5150 Great America Parkway, Santa Clara, CA 95054 (“LG”) and "You." “You” or “Your” refers to you or your employer or other entity for whose benefit you act, as applicable.


1. Purpose; License Grant and Restrictions.

1.1 Purpose.  This Agreement governs the use of the confidential, non-public, pre-release LG Simulator Software (the “Software”) and any accompanying documentation, code, and related materials (collectively, the “LG Evaluation Simulator Software Code”) described in more detail in Exhibit A, made available to You by LG, and other content made available to You through the LG Evaluation Software Code (collectively, “Content”).  The LG Evaluation Simulator Software Code and Content are collectively referred to as “Licensed Material.”

1.2 License Grant. Subject to the terms and conditions of this Agreement, LG grants You a nonexclusive, sublicensable as permitted herein, royalty-free, worldwide, perpetual, irrevocable license solely for the purposes of internally using, testing, evaluation, simulation and validation of the Licensed Material (the “Evaluation Purpose”) for integration into or from Your goods and services (“Licensee’s Service”). 

1.3 Sublicenses. You my sublicense the Licensed Material only on the terms available in this Agreement.

1.4 Restrictions. You may not: (a) modify, translate, reverse engineer, decompile, or disassemble the Licensed Material or otherwise attempt to: (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the LG Evaluation Software Code including, without limitation, any such mechanism used to restrict or control the functionality of the LG Evaluation Software Code; or (ii) derive the source code or the underlying ideas, algorithms, structure or organization form of the LG Evaluation Software Code; (b) use or reproduce the Licensed Material for any reason other than the Evaluation Purpose; (c) sell or otherwise transfer or make available the Licensed Material, any copies of the Licensed Material, or any information derived from the Licensed Material in any form to any third parties for commercial purposes; or (d) remove or alter any proprietary notices or marks on the Licensed Material.

1.5 Limitations.  Your use of the Licensed Materials is restricted for use to: (1) build code and use binaries with ROS1 and ROS2 systems; (2) application to 3D assets; and (3) application only to files created by LG, skipping default assets and code provided by Unity3D as project scaffolding.

2 Updates.

You acknowledge that LG may update or modify the LG Evaluation Software Code from time to time and that such updates and modifications may adversely affect the manner in which You access or communicate with the LG Evaluation Software Code. 

3 Term; termination. 

3.1 Term.  This Agreement will be effective as of the Effective Date and will remain effective until terminated as set forth below in Section 3.2. 

3.2 Termination.  This Agreement will be terminated immediately by LG at any time, by providing written notice to You (such notice may be via email) upon breach of any term or condition of this Agreement.  Upon termination, You and any Sublicensees will cease access to the Licensed Material, and destroy all copies of the Licensed Material (including all derivatives thereof), Confidential Information (defined below) You have obtained or created.  Sections 4-9 will survive the termination of this Agreement. 

4 Confidentiality

All results, usage statistics, data or other information (in the aggregate or otherwise) derived from analyzing, using, or regarding the Licensed Material is confidential and proprietary to LG (“Confidential Information”).  You may use this Confidential Information only as necessary in exercising the rights granted in this Agreement.  You will not disclose any Confidential Information to any third party without LG’s prior written consent.  You will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that You would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

5 Ownership; Feedback.

5.1 Ownership. As between You and LG, LG owns all right, title and interest in and to the Licensed Material (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. Any rights not expressly granted herein are withheld. 

5.2 Feedback. You agree to provide LG with comments concerning the Licensed Material and Your evaluation and use thereof, including bug reports, evaluations, proposed product integrations (and associated metrics and learned knowledge) (“Feedback”).  You agree that LG and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use the Feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to You.

6 Representations and Warranties; Disclaimer.

6.1 Representations and Warranties. You represent and warrant that: (a) the performance of Your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising therefrom; and (b) You will maintain throughout the Term all rights and licenses that are required with respect to the Licensee Service, and Your use does and will continue to comply with all applicable foreign, federal, state, and local laws, rules and regulations.

6.2 Disclaimer. THE LICENSED MATERIAL AND ANY OTHER LG PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND.  LG DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  LG DOES NOT WARRANT THAT THE LICENSED MATERIAL AND ANY OTHER LG PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL MEET ALL OF YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT USE OF SUCH LICENSED MATERIAL BE ERROR-FREE UNINTERRUPTED, VIRUS-FREE, OR SECURE.

7 Limitation of Liability.

IN NO EVENT SHALL LG BE LIABLE TO YOU OR YOUR SUBLICENSEES FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN ANY CASE, LG’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEE, IF ANY, THAT YOU PAID LG FOR USE OF THE LICENSED MATERIAL.

8 Indemnification. 

You will indemnify, defend, or at its option settle and hold LG, its subsidiaries, affiliates, officers and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) any intentionally tortious or negligent act or omission by You in connection with Your use of the Licensed Material; (b) Your use of the Licensed Material other than as expressly allowed by this Agreement; or (c) Your breach or alleged breach of any of the terms, restrictions, obligations or representations under this Agreement.

9 Miscellaneous. 

This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any modification to this Agreement must be in a writing duly authorized by LG or pursuant to Section 2.1 (Updates). You may not assign any of the rights or obligations granted hereunder, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of LG, and any attempted assignment in violation of this paragraph is void.  This Agreement does not create or imply any partnership, agency or joint venture.  This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles.  No waiver by LG of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by LG.  If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.

 
EXHIBIT A

LG Evaluation Simulator Software Code