Terms and Conditions

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Terms and Conditions
v5.3.10

This Terms of Service (this “Agreement”) govern your use of the Reality AI tools software (the “Software”) and your use of embedded software created by Renesas Electronics America Inc. (“Renesas”) and exported from Reality AI tools (the “Embedded Software”). By accessing or using the Software, Embedded Software and related services of Renesas (“Renesas,” “we” or “us”), you (“you” or “Customer”) agree to be bound by this Agreement and the Renesas Terms and Conditions of Sale found here: https://www.renesas.com/us/en/document/oth/renesas-electronics-corporation-general-terms-and-conditions-sale. In the event of a conflict, this Agreement shall govern. If you are accessing or using the Software or Embedded Software on behalf of a company or other entity, then you represent and warrant that you have the authority to bind such company or other entity to this Agreement, and you agree to this Agreement on behalf of such company or other entity. The terms “You” and “Customer” shall include such company or other entity.

Renesas and Customer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1. SOFTWARE, EMBEDDED SOFTWARE, AND SERVICES

1.1 General Scope. Renesas may modify, amend, alter, update, supplement or replace the Software (which, among other things, determines the functionality and appearance of some or all of the Software features) from time to time, in whole or in part, without any notice (except for material changes to functionality as reasonably practicable), without incurring any liability to Customer, and without any change to any of Customer’s payment or other obligations.

1.2 License to Software. Subject to the terms and conditions of this Agreement, during the Agreement Term, Renesas will provide the Software for Customer in accordance with this Agreement. Renesas hereby grants to each named authorized user of Customer (each, an “Authorized User”) of the Customer a limited, revocable, non-exclusive, fee- bearing (as set forth in the applicable order and quotation form (“Order and Quotation Form”), non-transferable right during the Agreement Term to access and use the Software pursuant to the terms of this Agreement. For purposes of this Agreement, any actions or omissions by Authorized Users shall be considered that of Customer, and the term “Customer” shall include all Authorized Users (regardless of whether such persons are employees of Customer). Except for the limited licenses granted in this Section 1.2 and in Section 2, no other license or right shall be deemed granted or implied under this Agreement.

1.3 License to Embedded Software. Subject to the terms and conditions of this Agreement, Renesas hereby grants to the Customer, during the Agreement Term, a limited, non-exclusive, non-transferable (except as permitted under Section 2.1), fee-bearing (as set forth in the Order and Quotation Form) license, without the right of sublicense, to reproduce and distribute the Embedded Software (in object code only) solely as an integrated or embedded as part of the Integrated Offering as defined in Section 2.2.

1.4 Restrictions for Use of Software. Except as permitted herein, Customer shall not itself, directly or indirectly (a) copy, license, sell, transfer, make available, or otherwise distribute the Software to any other entity or person; (b) access the Software with software or means other than as described herein; (c) modify, port, translate, or create derivative works of the Software; (d) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Software by any means (except to the extent permitted by mandatory laws); (e) sell, lease, license, sublicense, copy, market or distribute the Software; (f) remove any proprietary notices, labels or marks from the Software ; (g) breach or otherwise circumvent any security or authentication measures of the Software, (h) access, attempt to access, temper with, or use any unauthorized or non-public areas or parts of the Software, (i) release to a third party the results of any benchmark testing of Software, or (j) copy the Software to, or use the Software with, any device not provided directly by Renesas or authorized in writing by Renesas.

1.5 Restrictions for Use of Embedded Software. The Customer may not: (a) access or use the Embedded Software except as expressly permitted hereunder; (b) disclose, provide, distribute, license, sublicense, sell, assign or transfer the Embedded Software, in whole or in part, to any person, or allow any person to in any way access or utilize the Embedded Software other than pursuant to the Customer’s right to distribute the Embedded Software as incorporated in the Integrated Offering pursuant to the license granted in Section 2.6; (c) modify or create derivative works based in whole or in part on any Embedded Software, except to integrate and/or embed the Embedded Software with Renesas Products to develop the Integrated Offering; (d) remove from the Embedded Software any language or designation indicating the confidential nature thereof or the proprietary rights or trademarks of Renesas or its licensors; (e) breach or otherwise circumvent any security or authentication measures of the Embedded Software, (f) access, attempt to access, tamper with, or use any unauthorized or non-public areas or parts of the Embedded Software or (g) reverse engineer, decompile, decode, disassemble or otherwise attempt to discover any of the source code of the Embedded Software. The Customer may not distribute or sublicense Embedded Software on a stand-alone basis, (h) use the Embedded Software with, any device not provided directly by Renesas or authorized in writing by Renesas.

1.6 Suspension of Service. If Renesas determines in good faith that suspending access to the Software, Embedded Software, and/or Data (as defined in Section 4) by Customer or any end user is advisable (i) for security reasons, (ii) in response to a request from law enforcement or a governing body or in relation to legal proceedings, (iii) to protect Renesas from liability, or (iv) for the continued normal and efficient operation of the Software, Embedded Software, and/or Data, then following Renesas’s written notice to Customer describing such conditions, the corresponding performance obligations of Renesas under this Agreement shall be suspended accordingly until such matter is resolved to Renesas’s reasonable satisfaction (if necessary, with Renesas’s reasonable assistance at Renesas’s then-prevailing rates at the Customer’s expense), provided, that during such period, the Customer’s obligations to continue paying Fees (as defined below) shall continue.

1.7 Upgrades. At Renesas’s sole discretion, Renesas may, during the Agreement Term, make available updates and upgrades to the Software or Embedded Software to Customer as such updates and upgrades are made generally available to Renesas’s other customers. At Renesas’s discretion, before the date each such update or update is generally released, Renesas may provide notice to Customer of the expected release date and a description of the functionality contained in the release.

1.8 Delivery of Embedded Software. Renesas will electronically deliver to the Customer a copy of the Embedded Software, in object code form, along with related documentation. The Embedded Software shall be deemed accepted upon delivery.

1.9 Integration Testing. Prior to using the Embedded Software in combination with the Renesas device (“Renesas Product”) where the Embedded Software is provided as an embedded component of, or is otherwise integrated with, the Renesas Products (the “Integrated Offering”), the Customer must test the proposed implementation of the Embedded Software in connection with the proposed Renesas Product to confirm that the Embedded Software, when operated as integrated or embedded with such Renesas Product, yields substantially the same outputs based on the same inputs under substantially the same conditions as Renesas’s validation testing of the cloud-based versions of such Embedded Software prior to delivery to the Customer. Subject to the terms and conditions of this Agreement, Renesas hereby grants the Customer during the Agreement Term a limited, personal, non-exclusive, non-transferable (except as permitted under Section 12.1), fee-bearing (as set forth in Section 3) license, without the right to sublicense, to install and test the Embedded Software with the Renesas Products in order to integrate and/or embed such Embedded Software with such Renesas Products pursuant to Section 2.4 below.

1.10 Specifications. When the Customer believes it has successfully integrated the Embedded Software with the Renesas Products, the Customer will provide a complete and accurate description of, and specifications for, the Integrated Offering to Renesas.

1.11 Maintenance and Support for Embedded Software. During the Agreement Term, so long as the Customer continues to maintain its subscription under the Agreement and utilizes the Embedded Software solely with Renesas Products, Renesas will, at no additional cost, provide, during Renesas’s regular business hours, general maintenance services for the Embedded Software. Such maintenance services will include bug fixes in accordance with Renesas’s standard practices. Notwithstanding the foregoing, the Parties agree and acknowledge that the maintenance services hereunder do not include correcting any classification error resulting from the Customer’s use of the Embedded Software. If the Customer reports any error in its use of the Embedded Software, the Parties shall discuss potential solutions to re-train the applicable classifiers through use of the Software pursuant to the Agreement. The Customer shall be solely responsible for providing technical support for the Embedded Software and the Integrated Offering to its customers. Renesas has no obligation to provide any support directly to the Customer’s customers.

1.12 Customer Responsibilities. The Customer agrees and acknowledges that it is solely responsible for, and Renesas shall have no liability with respect to: (a) the content of any communications and data conveyed to the Customer’s users or customers regarding the Software, the Embedded Software or the Integrated Offering; (b) compliance with all applicable governmental, legal and regulatory requirements and laws concerning use of the Embedded Software and any information transmitted by or to the Customer’s users through use of the Embedded Software or the Integrated Offering; (c) the collection, storage, processing and/or use of personally identifiable information of individuals obtained through use of the Embedded Software or the Integrated Offering or other data collected from consumers through use of the Software, Embedded Software or Integrated Offering.

2. PROPRIETARY RIGHTS

2.1 Customer Materials. Customer owns or has rights to all content, materials and technology supplied by Customer to Renesas (“Data”) hereunder. Customer hereby grants to Renesas a worldwide, nonexclusive, transferable, sublicensable, irrevocable license to use Data provided to Renesas under this Agreement. Customer reserves all other rights with respect to Data. Except as set forth herein, with respect to the foregoing license, Customer grants no rights or licenses under its intellectual property rights to Renesas.

2.2 Software and Services. Renesas retains all right, title, and interest in and to the Software, Embedded Software, Renesas Product, and Services, together with any modifications, improvements, derivative works or upgrades thereof, and any other materials created or developed in the performance of this Agreement, in each case including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith. If and to the extent that the Customer acquires any ownership interest in or to any technology or intellectual property rights in or related to the Embedded Software, the Customer hereby assigns all such interests and rights to Renesas. In no event shall anything in this Agreement or in Renesas’s conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. All rights not expressly granted to Customer under this Agreement are reserved by Renesas and/or its licensors.

2.3 Feedback. If Customer choses to provide feedback, suggestions, comments, ideas, know-how or other information to Renesas regarding the features, functionality, or other aspects of the Software, Embedded Software, and/or the Integrated Offering, including without limitation identifying errors and potential improvements (“Feedback”), Customer hereby assigns, and agrees to assign to Renesas, all right, title and interest in and to the Feedback to Renesas.

3. CONTENT, DATA PRIVACY AND LEGAL COMPLIANCE

3.1 Customer Responsibility. Customer is solely responsible for, and Renesas shall have no liability with respect to: (a) the content of all communications and data conveyed to users, including the Authorized Users, of the Software or Embedded Software; (b) compliance with all applicable governmental, legal and regulatory requirements and laws concerning the information transmitted to the Software or Embedded Software by Customer’s users, including the Authorized Users, communications made by or to Customer’s users, including the Authorized Users, and the delivery and content of any messages to such users; (c) the collection of personally identifiable information of individuals obtained in providing the Software or Embedded Software; (d) all Customer branding elements; (e) any requirements for maintaining records or logs as in relation to the Software or Embedded Software; (f) obtaining all necessary consents under applicable laws and regulations in order to allow Renesas to use the Data (as defined above) in accordance with this Section 6 and (g) proper training of Authorized Users in the use of the Software or Embedded Software in compliance with this Agreement.

3.2 Access Controls. Customer will receive unique usernames, passwords and access tokens from Renesas. Such usernames, passwords and access tokens are the sole means through which Customer may access and use the Software. Customer agrees to keep the usernames, passwords and tokens provided by Renesas confidential, and not to disclose them to anyone else, publish them, or allow anyone other than Authorized Users to use them. Customer shall require Authorized Users to comply with Customer’s obligations under this Agreement. Customer shall be solely responsible for all Data transmitted by its Authorized Users or any other person or entity gaining access to the Software via Customer’s usernames and passwords. Customer shall adopt, implement and enforce access control procedures that, at a minimum: (1) limit the use of the Software and Embedded Software to Authorized Users; and (2) check for validation of Data accuracy. Customer shall be solely responsible for any breach or failure of its access control procedures, irrespective of any electronic or other control procedures put in place by Renesas that may be designed to, or capable of, detecting or notifying Customer of any such breach or failure.

4. CONFIDENTIALITY

4.1 Definition. “Confidential Information” means any non-public information in written, oral, graphic, electronic, or machine-readable form which is furnished by a Party (the “Disclosing Party”) or its Representatives (defined below) to the other Party (the “Receiving Party”) or its Representatives, which relates to Services provided under this Agreement or applicable SOW, and which is marked as confidential or proprietary or provided under circumstances reasonably indicating it is confidential or proprietary. To the extent related to this Agreement, disclosure of Confidential Information (i) from a Representative of a Party directly to the other Party or its Representative and (ii) to a Representative of a Party directly from the other Party or its Representative, shall each be deemed disclosures from or to the applicable Party and subject to the terms and conditions of this Agreement.

4.2 Restrictions. The Receiving Party shall maintain the Confidential Information in confidence and use the Confidential Information only as required to exercise its rights or perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Receiving Party agrees: (a) to disclose the Confidential Information only to those of its Affiliates (defined below) and its and their suppliers, professional advisors, sales representatives, independent contractors, or agents (collectively, “Representatives”) that have a “need to know” such Confidential Information for the purpose of this Agreement or any applicable SOW; (b) to instruct and contractually require anyone who has access to the Confidential Information to maintain the confidentiality thereof in a manner consistent with this Agreement; and (c) to exercise, and require its Representatives to exercise, the same degree of care (but no less than reasonable care) to safeguard the Confidential Information as it would exercise to safeguard its own confidential and/or proprietary information of a similar nature and importance; and (d) to promptly notify the Disclosing Party of any accidental or unauthorized use, disclosure, or processing of Confidential Information. If the Receiving Party cannot protect the Confidential Information in compliance with this Section for whatever reason, it will promptly inform the Disclosing Party and the Disclosing Party will, without limiting its other rights under this Agreement, be entitled to suspend the transfer of the Confidential Information and terminate this Agreement. The Parties shall each be responsible for any breach by their respective Representatives of the confidentiality obligations of the Receiving Party under this Agreement. “Affiliate” means any entity that controls, is controlled by or is under common control with a Party. For purposes of the definition of Affiliate herein, “control” means ownership of more than 50% of the outstanding shares of another ownership interest representing the right to vote for members of the board of directors or other managing officers of such entity.

4.3 Return of Confidential Information. The confidentiality obligations set forth in this Section 6 shall terminate when the Agreement terminates as set forth in Section 6. The Receiving Party agrees to return to the Disclosing Party, or to destroy, any and all Confidential Information received by Receiving Party pursuant to this Agreement, together with all copies that may have been made, within thirty (30) days of receiving a written request from the Disclosing Party. If Receiving Party opts to destroy Confidential Information or any copies thereof in response to such a request, the Receiving Party shall certify in writing to the Disclosing Party that such destruction has been completed. Notwithstanding the foregoing, Customer may not opt to destroy Renesas Materials (defined below) but must, in response to a request from Renesas, return the Renesas Materials together with all copies.

4.4 Equitable Relief. The Parties recognize that the covenants contained in this Section 5 are reasonable and necessary to protect the legitimate interests of the Disclosing Party, that the Disclosing Party would not have entered into this Agreement in the absence of such covenants, and that the Receiving Party’s breach or threatened breach of such covenants shall cause the Disclosing Party irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages inadequate. Therefore, the Receiving Party agrees that the Disclosing Party shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Section 5 and for any other relief the Disclosing Party deems appropriate, without the necessity of posting of any bond or security. This right shall be in addition to any other remedy available to the Disclosing Party in law or equity.

4.5 No License. Without limiting any other Section of this Agreement, no patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Section 5 alone or any disclosure of Confidential Information to the Receiving Party. Each Party warrants that it has the right to disclose Confidential Information disclosed hereunder. Otherwise, no warranties of any kind are given for the Confidential Information disclosed hereunder.

5. TERM AND TERMINATION

5.1 Term. The initial term of this Agreement shall begin on the date Customer first accesses the Software until Renesas’s termination of Customer’s access the Software or Embedded Software (the “Agreement Term”), unless otherwise agreed to by the Parties in writing.

5.2 Termination. Renesas may terminate this Agreement immediately upon written notice to Customer if Customer breaches its obligations hereunder related to Renesas’s intellectual property rights or commits, or permits any third party to commit, any breach of confidentiality obligations under Section 7 (Confidential Information).

5.3 Effect of Termination. The licenses granted in this Agreement shall immediately terminate on the effective date of expiration or termination of this Agreement, regardless of cause. Upon the termination of this Agreement, Customer shall immediately remit to Renesas all Fees, expenses and taxes payable hereunder, and Renesas shall be under no obligation to deliver any further services under this Agreement.

5.4 Survival. Notwithstanding anything to the contrary in this Section 7, the provisions of Sections 2 (Proprietary Rights), 3 (Content, Data Privacy and Legal Compliance), 4 (Confidentiality), 5.3, 5.4, and 6 through 8, shall survive termination or expiration of this Agreement.

6. WARRANTY DISCLAIMER

6.1 No Warranty. The Software, Embedded Software, Integrated Offering, Services, and Maintenance or Support are provided on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. RENESAS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, VALIDITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, RENESAS DOES NOT WARRANT THAT THE SERVICES, EMBEDDED SOFTWARE, OR INTEGRATED OFFERING SHALL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES, EMBEDDED SOFTWARE, OR INTEGRATED OFFERING SHALL OPERATE IN THE COMBINATIONS SELECTED BY CUSTOMER, OR THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE. CUSTOMER UNDERSTANDS AND AGREES THAT THE DISCLAIMER OF WARRANTIES IN THIS AGREEMENT IS A FUNDAMENTAL PART OF THIS AGREEMENT AND THAT RENESAS WOULD NOT AGREE TO ENTER THIS AGREEMENT WITHOUT SUCH DISCLAIMER.

6.2 No Commitments to Third Parties. Renesas makes no warranties, representations or commitments to the Customer’s customers regarding the Embedded Software or the Integrated Offering, and the Customer shall not make any warranty, representation or commitment to its customers on behalf of Renesas. The Customer shall be solely responsible for any such warranties, representations or commitments to its customers. The Customer shall indemnify and hold the Customer harmless from and against any Costs incurred by Renesas resulting from any Claims based on or related to any representation or warranty made by the Customer regarding the Embedded Software that was not specifically authorized in writing by Renesas.

6.3 Internet Connections. Renesas does not and cannot control infrastructure outside of the Software. Customer’s connections to the Internet and/or to telecommunications networks may be impaired or disrupted independent of Renesas. Although Renesas will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Renesas cannot guarantee that such events will not occur. Accordingly, Renesas disclaims any and all liability resulting from or related to such events.

7. INDEMNIFICATION

7.1 Customer shall indemnify, defend and hold harmless Renesas and its affiliates, and its and their employees, officers, directors, agents, successor and assigns, licensors, and third party suppliers (the “Renesas Indemnities”), from and against any and all Costs incurred by any Renesas Indemnitee in connection with any Claim brought by a third party against such Renesas Indemnitee resulting from or arising out of or in connection with the use by Customer of the Software, Embedded Software, Embedded Software or any third party related goods and services provided under the terms of this Agreement.

8. GENERAL PROVISIONS

8.1 Assignment. Customer shall not assign or otherwise transfer its rights or obligations under this Agreement to a third party unless such assignment is approved in writing by Renesas.

8.2 Notices. Any written notices to be given under this Agreement by either Party shall be deemed effective upon email to Renesas at legal-notices@renesas.com and the Customer’s email address associated with Customer’s registered account.

8.3 Relationship Between the Parties. In all matters relating to this Agreement, Customer and Renesas shall act as independent contractors. Except as may be otherwise expressly permitted hereunder, neither party will represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity.

8.4 Choice of Law. These Terms shall be governed and construed in accordance with the laws of the State of California without regard to its conflict of law rules and without application of The United Nations Convention on Contracts for the International Sale of Goods. The exclusive forum for the resolution of any disputes hereunder shall be California state courts in the County of Santa Clara or federal district courts in the Northern District of California located in San Jose, California.

8.5 Partial Invalidity; Waiver. If any provision of this Agreement or the application thereof to any Party or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. No failure of either Party to exercise any power or right given either Party hereunder or to insist upon strict compliance by either Party with its obligations hereunder, and no custom or practice of the Party at variance with the terms hereof shall constitute a waiver of either Party’s right to demand exact compliance with the terms of this Agreement.

8.6 Entire Agreement; Headings; Counterparts. This Agreement, the Renesas Standard Terms and Conditions of Sale (linked above), and any applicable Order and Quotation Form constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersede all prior agreements, arrangements and undertakings between the Parties. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

8.7 Publicity. Renesas may refer to Customer in the same manner that it refers to clients generally, including in a client list and on its website; provided that any other advertising, marketing or promotion materials utilizing Customer’s name and marks shall be subject to the prior written approval of Customer in each instance.

8.8 Product Discontinuance. Renesas reserves the right to discontinue production of any product at any time without notice.