- Registration and creation of your developer account
If you decide to use our Developer Program, you will have to register and apply for a developer account ("Developer Account") which will give you unique access to our Developer Program. To become a BYTON developer ("Developer"), you must acknowledge that:
- You are 18 years old or older;
- As an individual, you are lawfully able and have the full legal authority to enter into contracts. If you are agreeing to this Agreement on behalf of an entity, you certify that such entity is duly organized, validly existing, and in good standing under the laws of the country in which it is organized or incorporated and that you have the necessary authority, permission or power of attorney to bind that entity;
- You are responsible for the confidentiality of your account ID and password and for any activity on your account; and
- You will keep your name and contact information accurate and updated.
- Term and Termination
BYTON may terminate or suspend your access to the Developer Program at any time in our sole discretion. You may also terminate your registration on the Developer Program at any time by giving us written notice. Upon termination or suspension of your Developer Account, all rights and licenses granted to you under these terms will cease, including your right to access the Developer Program. Upon termination, you will return or delete any of the BYTON confidential and/or proprietary information and content. The following sections shall survive termination: Term and Termination, Restrictions, Newly Created Content, Confidentiality, Indemnity, Disclaimer of Warranties, Limitations of Liability, Governing Law and Entire Agreement
- Use of the Developer Program
Limited License: Subject to the terms and conditions of this Agreement, we grant you a limited non-exclusive, personal, revocable, non-transferable, and non-sublicensable licence to use and access the Developer Tools and other BYTON content made available to you by BYTON on the Developer Program for the sole purpose of developing applications to be integrated into BYTON vehicles.
Restrictions: Under no circumstances will you acquire any ownership rights in any Developer Tool or other BYTON content made available to you by BYTON on the Developer Program by or through your use of the Developer Program. You agree not to reverse engineer the Developer Tools or use materials, products, or services available on the Developer Program in a way that would violate any law. You acknowledge and agree that any enhancement, development or modification you make to any of any BYTON proprietary content, including the Developer Tools ("Improvements"), will belong to BYTON. In the event the intellectual property rights for such Improvements do not automatically vest in BYTON, you hereby assign to BYTON all intellectual property rights in any such Improvements and will, upon BYTON's request, execute any document confirming such assignment.
Newly created content: To the extent that you submit any content via the Developer Tools, you give us a perpetual, irrevocable, worldwide, transferable, sub-licensable, royalty-free, fully paid up, and non-exclusive license to use and modify that content for the purpose of providing the Developer Tools and developing the BYTON brand.
Security: You will always use state of the art technical safeguards that are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, and/or disclosure of confidential and personal data. You will immediately inform us if you suspect any weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to the confidentiality, integrity, or availability ("Vulnerability") of our Developer Program or the application you develop for integration into BYTON vehicles.
Audit: BYTON or its authorized representatives may, upon reasonable advance written notice, audit and inspect, at its expense, your books and records, business and development practices, operations, systems and/or applications not more than once per calendar year to ensure past and ongoing compliance with this Agreement. You shall cooperate and support any such audit as reasonably requested by BYTON.
- Changes to the Developer Program
We shall have the right to:
- remove, replace or update the Developer Tools or the content on our Developer Program at any time;
- change the pricing model under which we offer access to the Developer Program and/or charge fees for access to the Developer Program; and/or
- change this Agreement and any of its associated use policies and guidelines at any time,
and will have no liability to you for any such changes.
Each party undertakes not to use the other party’s information of commercial value, in whatever form or medium, disclosed by a party (or any of its affiliates) to the other party (or any of its affiliates), including the source code relating to the development of applications to be integrated into BYTON vehicles, Developer Tools or any such parts, commercial or technical know-how, technology, information pertaining to business operations and strategies, and to their customers, pricing and marketing ("Confidential Information") otherwise than in the exercise and performance of its rights and obligations under this Agreement ("Permitted Purpose").
Each party shall treat as confidential all Confidential Information provided by a party to the other party or accessed through the Developer Program. Neither party shall divulge any such Confidential Information to any person except to its own employees and then only to those employees who need to know it for the Permitted Purpose.
The restrictions imposed in this section shall not apply to the disclosure of any Confidential Information that:
(a) is now in or hereafter comes into the public domain otherwise than as a result of a breach of this section;
(b) before the Developer accessed the Developer Program was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; and
(c) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).
This section shall remain in full force and effect in the event of any termination of this Agreement.