Movesense

Site Terms & Limited Evaluation License

By accessing these pages (www.movesense.com “Site”) you agree to these terms. If you do not agree to the following terms, please discontinue your use of the Site.

Limited License and Your Submissions

The contents of this Site is proprietary to Amer Sports Digital Services Oy (“Amer Sports”) and Copyright © Amer Sports Digital Services Oy. Any rights not expressly granted herein are reserved. The use of this Site and the content therein, is permitted for private, non-commercial use. The use of press releases and other material classified as public is permitted in public communications by mentioning the source.  The contents of this Site shall not be used, distributed or otherwise communicated, disclosed or reproduced for any other purpose without a prior written consent by the owner. Certain material in our Site may be subject to additional terms indicated in those materials.

By submitting material (such as data, suggestions or other content) to our Site or servers, you agree that: (a) you comply with applicable laws and good manners in connection with the material and your submission; (b) you will not deliver any viruses, spam or other contaminating or destructive features; and (c) you own the material or have the right to provide it to us and Amer Sports, including its group companies may publish the material and/or otherwise use it without liability and free of charge (d) you agree not to take action against us in relation to material that you submit and you agree to indemnify us if any party takes action against us in relation to the material submitted by you. Amer Sports, including its group companies, is not liable for any submitted materials and may, at its discretion, remove any content posted.

Amer Sports reserves the right to revise this Site or withdraw access to it at any time.

Third Party Links

Amer Sports may include links to third party sites for your easy accessibility. Upon following a link to such third party site, you shall review and agree to that site’s rules before using such site. You agree that Amer Sports has no control over the content of any third party site and cannot assume any responsibility for materials of such third-party sites. A link to a third party site does not imply that Amer Sports endorses the site or the products or services referenced in such third party site.

Trademarks

Amer Sports is a registered trademark of Amer Sports Corporation. Movesense and Suunto are registered trademarks of Suunto Oy. Other product and company names mentioned herein may be trademarks or trade names of their respective owners. Your access to this Site shall not be construed as granting, by implication, estoppel or otherwise, any license or right to use any marks appearing on the Site without a prior written consent of Amer Sports or the third party owner thereof.

Limitation of Liability

The contents of this Site is provided on “as is” and “as available” basis. Amer Sports does not warrant that this Site will be uninterrupted or error-free.

NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF THIS SITE. AMER SPORT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR FOR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SITE, EVEN IF AMER SPORTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY AND IN SUCH CASE THE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

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LIMITED EVALUATION LICENCE AGREEMENT

(Note: A separate agreement is available for commercial use)

THIS AGREEMENT is made by and between:

(1)     Amer Sports Digital Services Oy, a limited liability company incorporated in Finland, having its registered address at Valimotie 7, 01510 Vantaa, Finland acting on its own and on Suunto Oy’s behalf (“Amer Sports Digital“),

AND

(2)     Movesense Customer (“Licensee“)

 

Amer Sports Digital and the Licensee are hereinafter referred each independently as “Party” or jointly “Parties”.

1.         DEFINITIONS 

In this Agreement, the following terms have the following meanings:

Confidential Information” means

  • Licensed Technology;
  • any technical, business, and/or other information relating to the business of Amer Sports Digital, its affiliates, subcontractors or the collaboration hereunder, their facilities, products, techniques and processes; and
  • any other information disclosed by Amer Sports Digital or its affiliates to the Licensor.

Licensed Technology” means, collectively,

the Product, software in object code, specifications, design materials, API information and other IP disclosed by Amer Sports Digital and licensed to Licensee hereunder for the Purpose including, without limitation, all changes, amendments, modifications and derivative works thereof. For clarity, the licensed technology shall include but not be limited to Software, Confidential Information and any other technology or IP as defined in Appendix 1.

Product” means

the Movesense sensor provided for the Licensee as a sample under this Agreement for the Purpose.

“Purpose” means
the Licensees’ evaluation and potential development of a software application (“Application”) by using Licensed Technology and utilizing the cloud based Software and service, solely for non-commercial purposes. The possible commercialization of the Application, the decision on which will be at sole discretion of Amer Sports Digital, is subject to a separate agreement.

2.         LICENSE AND USE

Subject to the terms and conditions of this Agreement Amer Sports Digital hereby grants to Licensee, and Licensee hereby accepts, a personal, non-transferrable, non-sub licensable, non-exclusive, worldwide, limited license to use the Licensed Technology strictly for the Purpose, in object code only.

3.         RESTRICTIONS

Licensee shall have no right to disclose, sell, market, commercialise, sub-license, re-license or otherwise transfer to any other party whatsoever the Licensed Technology or any rights in the Licensed Technology.

In no event may Licensee copy, export, re-export, sub-license, rent, lease or use the Licensed Technology in any manner inconsistent with or not expressly permitted under this Agreement.

Licensee shall not reverse engineer, reverse compile, or disassemble the Licensed Technology.

Licensee shall not use or disclose the Licensed Technology for any purpose other than the Purpose. In particular, the Licensee shall not incorporate or integrate the Licensed Technology or any part thereof in any products or services.

4.         OWNERSHIP

The Licensed Technology and any Confidential Information of Amer Sports Digital, and all rights therein (including without limitation any intellectual property rights relating thereto), are owned solely by Amer Sports Digital. All Amer Sports Digital’s trademarks, service marks, trade names, logos or other words or symbols are and will remain the exclusive property of Amer Sports Digital and any use by Licensee of the trademarks and/or logos of Amer Sports Digital is subject to a separate agreement between Amer Sports Digital and Licensee.

Except as otherwise expressly stated in this Agreement, no express or implied rights or licenses under Amer Sports Digital’s or its group companies patents, copy rights, trademarks, trade secrets or other intellectual property rights are granted to the Licensee.

5.         Feedback

The Licensee is not obliged to provide Amer Sports Digital with any feedback under this Agreement. To the extent the Licensee provides Amer Sports Digital with any feedback relating to the Licensed Technology (including without limitation comments, suggestions and information related to usability, performance, functions, bug reports and test results of the Licensed Technology), Amer Sports Digital shall receive a worldwide, non-exclusive, sub-licensable, irrevocable, royalty-free and perpetual license to use, modify, reproduce, sell, offer to sell, lease, import, export and otherwise dispose of and utilize such feedback in its own or group companies business. No compensation will be paid for the Licensee with respect to the feedback.

6.         TECHNICAL SUPPORT

Amer Sports Digital has no obligation to furnish Licensee with any technical support whatsoever. Any such support is subject to a separate agreement between the Parties.

7.         NO WARRANTY

THE LICENSED TECHNOLOGY IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED AND NEITHER AMER SPORTS DIGITAL, ITS LICENSORS OR AFFILIATES NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY AMER SPORTS DIGITAL OR BY ANY OTHER PARTY THAT THE FUNCTIONS, DESIGN, FEATURES OR SPECIFICATIONS CONTAINED IN THE LICENSED TECHNOLOGY WILL MEET THE REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF THE LICENSED TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE LICENSED TECHNOLOGY TO ACHIEVE LICENSEE’S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.

8.         LIMITATION OF LIABILITY

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF AMER SPORTS DIGITAL, ITS EMPLOYEES OR SUPPLIERS OR AFFILIATES EXCEED FIFTY (50) EUROS.

IN NO EVENT SHALL AMER SPORTS DIGITAL, ITS EMPLOYEES OR SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED TECHNOLOGY, EVEN IF AMER SPORTS DIGITAL OR ITS EMPLOYEES OR SUPPLIERS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, AMER SPORTS DIGITAL, ITS EMPLOYEES OR LICENSORS OR AFFILIATES’ LIABILITY SHALL BE LIMITED TO FIFTY (50) EURO.

9.         CONFIDENTIALITY

It may be necessary and desirable that Amer Sports Digital or any of its affiliates within the Amer Sports group of companies disclose Confidential Information to the Licensee, however, on a strict need-to-know basis only, and subject to similar confidentiality restrictions as required under this Agreement.

Licensee acknowledges that the Confidential Information any/all copies thereof, translations and partial copies shall be considered as information of Amer Sports Digital and title thereto remains in Amer Sports Digital.

Licensee shall keep the Confidential Information strictly confidential and shall not disclose it to third parties (including its subsidiaries, parent or affiliated companies) without Amer Sports Digital’s prior written permission.

Confidential Information received hereunder shall not be used for any purpose other than the Purpose without Amer Sports Digital’s prior written permission. The Licensee shall restrict access to Confidential Information to only those of its employees to whom such access is necessary for carrying out the Purpose and advise such employees of the obligations assumed herein.

Neither Licensee, nor Licensee’s employees shall sell, transfer, publicly disclose, display or otherwise make available to third parties any portion of the Licensed Technology or any other Confidential Information. Licensee agrees to secure and protect Confidential Information with the same degree of care that Licensee uses to secure and protect its own confidential and proprietary information of a similar nature, and to take all reasonably appropriate actions with its employees who are permitted access thereto, to satisfy its obligations hereunder.

Upon its discovery of any unauthorized possession, use or knowledge of the Licensed Technology arising out of Licensee’s possession of the Licensed Technology, Licensee shall promptly notify Amer Sports Digital of the same and shall cooperate with Amer Sports Digital in every reasonable effort to regain possession or prevent further unauthorized use of the Licensed Technology.

Notwithstanding anything in this Section, neither Party shall be obligated to maintain in confidence any information of the other Party which: (i) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of Licensee; or (ii) was known to Licensee prior to disclosure by Amer Sports Digital as proven by the written records of Licensee; or (iii) is disclosed to Licensee by a third party who did not obtain such Information, directly or indirectly, from Amer Sports Digital; or (iv) was independently developed (by personnel having no access to the Confidential Information) by Licensee as proven by the written records of Licensee.

Companies within the Amer Sports group shall not be deemed to be third parties for the purposes of this Agreement.

10.      Contact persons

The contact persons of the Parties concerning any issues relating to this Agreement are:

Licensee: per contact information provided a the time of placing an order an/or applying for the developer program.

Amer Sports Digital: legal@suunto.com, cc: info@movesense.com

11.      TERMINATION

This Agreement shall be effective from the date of signature by both Parties (“Effective Date”) and stay in force for a period of twelve (12) months from the Effective Date, unless earlier terminated by either Party under this section.

Either Amer Sports Digital or Licensee may terminate this Agreement at any time by providing thirty (30) days prior written notice to the other Party.

Licensee’s license rights automatically terminate immediately without notice, if Licensee fails to comply with any provision of this Agreement.

Within five (5) days after termination of this Agreement, Licensee shall destroy or return to Amer Sports Digital, as instructed by Amer Sports Digital, Licensed Technology and all copies of the Licensed Technology in its possession and all related materials and Confidential Information, and provide a letter certifying such destruction or return. For the avoidance of doubt, the aforesaid obligation to return the Licensed Technology shall not apply to the Product.

Sections 4 (ownership), 5 (feedback), 7 (no warranty), 8 (limitation of liability) and 9 (confidentiality) shall survive the termination of this Agreement.

12.      GENERAL

12.1.  Entire Agreement

This Agreement is the entire agreement between the Parties relating to the Licensed Technology and supersedes any prior representations, communications, undertakings, or discussions relating to the Licensed Technology. No terms in any purchase order or other forms shall apply, even if such purchase order or other forms are accepted by either Party. This Agreement may only be modified by a writing signed by both Parties.

12.2.  Assignment

This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party.

12.3.  Governing Law and Arbitration

This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its rules for choice of law. Any disputes relating to or arising in connection with this Agreement shall be finally settled in arbitration. The arbitrator is to be appointed by the Arbitration Committee of the Central Chamber of Commerce of Finland and the rules of the said Committee are to be followed in the arbitration. The award shall be final and binding and enforceable in any court of competent jurisdiction.

12.4.  Independent Contractors

Each Party will be deemed to have the status of an independent contractor towards the other Party, and nothing in this Agreement will be deemed to place the Parties in the relationship of employer‑employee, principal‑agent, partners or joint venturers.

12.5.  No Commitment

The Licensee understands that nothing herein requires Amer Sports Digital to proceed with any transaction or relationship or agreement. The Licensee further agree and acknowledge that Amer Sports Digital may now market or have under development products and/or services which are competitive with ideas, products and/or services now offered or which may be offered by Licensee, and that subject to the terms and conditions of this Agreement, discussions or communications between the Parties will not prevent the right of Amer Sports Digital by itself or through any third party to develop, make, use, procure and/or market products or services now or in the future which may be competitive with those developed by the Licensee under this Agreement.

12.6.  Waiver

The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of that or any other provision of this Agreement.

12.7.  Severability

If any provision contained in this Agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provision will, nevertheless, be binding and enforceable, and the Parties agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

12.8.  Export Control

Licensee shall follow all export control laws and regulations relating to the Licensed Technology.

 

APPENDIX 1

For the purposes of the Agreement, the definition of Software shall mean the following software in object code and, where explicitly so stated, in source code:

Embedded device side software

  • Movesense device library object code
  • Movesense library interface source code
  • Movesense API specifications source code
  • Movesense device examples apps source code
  • Movesense firmware update client object code
  • Wbres –tool for Windows executable
  • SBEM code generator source code

Mobile side software

  • Movesense mobile library object library
  • Movesense mobile library interface source code
  • Samples applications source code

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