This is the Google Tensor ML Software Development Kit Terms and Conditions of Use (the "License Agreement"). Google may, in its sole discretion, make the Google Tensor ML Software Development Kit available to You. Your agreement to these Terms and Conditions of Use by clicking "I Agree" (or similar) does not obligate Google to provide such access or ensure the availability of the Google Tensor ML Software Development Kit. Google reserves the right to refuse, suspend, or terminate access to the Google Tensor ML Software Development Kit at any time, for any reason, without notice or liability.
1. Introduction
1.1 The Google Tensor ML Software Development Kit Terms and Conditions of Use (referred to in the License Agreement as the "SDK" and specifically including the software programs (including related cloud services, if applicable), associated media, printed materials, and "online" or electronic documentation, pre-release products, that are not yet suitable for use in a production environment, system files, packaged APIs, and Google APIs add-ons and any other products provided to You under this "License Agreement" by Google) is licensed to You subject to the terms of the License Agreement. The License Agreement forms a legally binding contract between Google LLC ("Google") and You (as an individual) or where applicable, the legal entity You present ("You" or "Your") in relation to Your use of the SDK.
1.2 Google Tensor ML SDK Program. The SDK is Google Confidential Information and is provided for the Purpose (as defined below).
1.3 Outreach. Google may contact You (or Your personnel or users, if applicable) by phone or email as part of Your participation in using the Google Tensor ML SDK Program.
2. Governing Terms
2.1 This License Agreement incorporates by reference: (1) any terms of service that You accept in connection with the SDK; (2) the Android Software Development Kit, as applicable ("Android SDK"); or (3) Google Cloud Terms of Service, as applicable (the "Terms of Service").
2.2 Order of Precedence. The License Agreement governs to the extent of any conflict with the Android SDK, and the Terms of Service.
2.3 Google is willing to license the SDK to You only on the condition that You accept and agree to all of the terms and conditions in this License Agreement. By downloading and/or using the SDK, You acknowledge that You have read this License Agreement, understand it and agree to be bound by its terms and conditions. If You do not agree with these terms, Google is unwilling to and does not license the SDK to You. If You do not agree to these Terms, You must discontinue the download process and You will not use the SDK or retain any copies of the software. Any use or possession of the software by You is subject to the terms and conditions set forth in this License Agreement.
3. Definition
3.1 "Authorized Personnel" means employees of Your employers or entity You represent that: (A) have agreed in writing to confidentiality terms that are no less restrictive than those in the Agreement; and (B) have a need to access the SDK for the Purpose;
3.2 "Confidential Information" means information that Google discloses to You under this License Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances, including the SDK and related information such as documentation. Confidential Information does not include information that is independently developed by You, is rightfully given to You by a third party without confidentiality obligations, or becomes public through no fault of Your own.
3.3 "Google" means Google LLC, organized under the laws of the State of Delaware, USA, and operating under the laws of the USA with its principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA.
3.4 "Google Tensor" means a system-on-chip processor(s) designed by Google for its Pixel devices and any other Google-approved devices.
3.5 "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Google reserves all rights not expressly granted to You.
3.6 "Personal Information" has the meaning given to it in that Addendum.
3.7 "Purpose" means (i) to help Google improve its products for Company and other Google users and (ii) to use the SDK to develop and optimize on-device machine learning for Google-approved use cases of Your application for Pixel devices and any other Google-approved devices using Google Tensor.
4. Accepting this License Agreement
4.1 In order to use the SDK, You must first agree to the License Agreement. You may not use the SDK if You do not accept the License Agreement.
4.2 By clicking to accept and/or using this SDK, You hereby agree to the terms of the License Agreement.
4.3 You may not use the SDK and may not accept the License Agreement if You are a person barred from receiving the SDK under the laws of the United States or other countries, including the country in which You are resident or from which You use the SDK.
4.4 If You are agreeing to be bound by the License Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to the License Agreement. If You do not have the requisite authority, You may not accept the License Agreement or use the SDK on behalf of Your employer or other entity.
5. SDK License from Google
5.1 Subject to the terms of the License Agreement, Google grants You a limited, worldwide, royalty-free, non-assignable, non-exclusive, and non-sublicensable license to use the SDK solely to develop applications solely for the Purpose.
5.2 You may not use this SDK to develop applications for other platforms or to develop another SDK. You are free to develop applications for other platforms, provided that this SDK is not used for that purpose.
5.3 You may not use this SDK to support any patent infringement claim against Google.
5.4 You must only use this SDK internally, solely to evaluate this SDK in a non-production environment.
5.5 You may not use the SDK to run any advertisement or marketing testing.
5.6 You agree that Google or third parties own all legal rights, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK.
5.7 You may not use the SDK for any purpose not expressly permitted by the License Agreement. Except to the extent required by applicable third party licenses, You may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK.
5.8 You may not use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not the License Agreement.
5.9 You agree that the form and nature of the SDK that Google provides may change without prior notice to You and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that Google may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to You or to users generally at Google's sole discretion, without prior notice to You.
5.10 Nothing in the License Agreement gives You a right to use any of Google's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
5.11 You agree that You will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
5.12 You may not copy, reproduce, adapt, alter, or create any derivative works of this SDK or any component thereof, except as authorized under these License Agreement and as necessary for the Purpose.
5.14 You may not circumvent, compromise, or otherwise adversely impact any access protections of this SDK, or access or attempt to access or use this SDK in any way other than as allowed under these License Agreement or authorized by Google.
5.15 You may not use this SDK to develop standalone technology or to block or otherwise adversely impact the functionality of any devices, servers, networks, or other properties or services of any third party including, but not limited to, Pixel-branded devices.
5.16 You may not distribute any software, hardware, product, or service created using this SDK to any third party without Google's prior written authorization.
5.17 You may not conduct any benchmarking of Google Tensor with any other devices not related to the Purpose.
5.18 You may not share or publish performance data based on or related to the Google Tensor, except with Authorized Personnel.
5.19 You and each Authorized Personnel may not (unless authorized by Google in writing) distribute or loan, sell, sublicense, or transfer this SDK in any form to any third party, except in accordance with this License Agreement.
6. Use of the SDK by You
6.1 Google agrees that it obtains no right, title or interest from You (or Your licensors) under the License Agreement in or to any software applications that You develop using the SDK, including any intellectual property rights that subsist in those applications.
6.2 You agree to use the SDK and write applications only for purposes that are permitted by (a) the License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
6.3 You agree that You are solely responsible for (and that Google has no responsibility to You or to any third party for) any data, content, or resources that You create, transmit or display through Your application, and for the consequences of Your actions (including any loss or damage which Google may suffer) by doing so.
6.4 You agree that You are solely responsible for (and that Google has no responsibility to You or to any third party for) any breach of Your obligations under the License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which Google or any third party may suffer) of any such breach.
7. Feedback
7.1 If You provide any suggestions or feedback regarding the Test Products or other Google products or services ("Feedback"): (i) it must be truthful and not contain any third party's confidential information or intellectual property; and You grant to Google a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, and sublicensable license to reproduce, create derivative works based on, distribute, publicly display, publicly perform, and otherwise use the Feedback without restriction, payments, intellectual property rights, confidentiality or obligation to You. Any Feedback You provide is entirely voluntary on Your part.
8. Data Privacy
8.1 Partner Information Protection Addendum. For organizations that provide Google with Personal Information in connection with the Google Tensor ML SDK Program, the parties will comply with the Partner Information Protection Addendum.
8.2 Privacy Policy. Google will process Personal Information as described in Google's Privacy Policy. You will comply with any notices provided in connection with the Test Products, such as warnings not to enter sensitive or personal information.
9. Third Party Applications
9.1 If You use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, You agree that Google is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which You may access through such third party applications are the sole responsibility of the person from which they originated and that Google is not liable for any loss or damage that You may experience as a result of the use or access of any of those third party applications, data, content, or resources.
9.2 You should be aware that the data, content, and resources presented to You through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless You have been specifically given permission to do so by the relevant owners.
9.3 You acknowledge that Your use of such third party applications, data, content, or resources may be subject to separate terms between You and the relevant third party. In that case, the License Agreement does not affect Your legal relationship with these third parties.
10. Using Android APIs
10.1 Google Data APIs
10.1.1 If You use any API to retrieve data from Google, You acknowledge that the data may be protected by intellectual property rights which are owned by Google or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant Terms of Service.
10.1.2 If You use any API to retrieve a user's data from Google, You acknowledge and agree that You will retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given You permission to do so. If You use the Android Recognition Service API, documented at the following URL: https://developer.android.com/reference/android/speech/RecognitionService, as updated from time to time, You acknowledge that the use of the API is subject to the Data Processing Addendum for Products where Google is a Data Processor, which is located at the following URL: https://privacy.google.com/businesses/gdprprocessorterms/, as updated from time to time. By clicking to accept, You hereby agree to the terms of the Data Processing Addendum for Products where Google is a Data Processor.
11. Terminating this License Agreement
11.1 This License Agreement will start when You click to accept it (or otherwise agree to its terms) and continue until the release of Google Tensor ML SDK public release, unless terminated by either You or Google as set out below.
11.2 If You want to terminate the License Agreement, You may do so by ceasing Your use of the SDK and any relevant developer credentials.
11.3 Google may at any time, terminate the License Agreement with You if: (A) You have breached any provision of the License Agreement; or (B) Google is required to do so by law; or (C) the partner with whom Google offered certain parts of SDK (such as APIs) to You has terminated its relationship with Google or ceased to offer certain parts of the SDK to You; or (D) Google decides to no longer provide the SDK or certain parts of the SDK to users in the country in which You are resident or from which You use the service, or the provision of the SDK or certain SDK services to You by Google is, in Google's sole discretion, no longer commercially viable.
11.4 When the License Agreement comes to an end, all of the legal rights, obligations and liabilities that You and Google have benefited from, been subject to (or which have accrued over time while the License Agreement has been in force) or which are expressed to continue indefinitely, will be unaffected by this cessation, and the provisions of paragraph 17.8 will continue to apply to such rights, obligations and liabilities indefinitely.
12. DISCLAIMER OF WARRANTIES
12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM GOOGLE.
12.2 YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
12.3 GOOGLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12.4 THE SDK ARE NOT ERROR FREE. USE OF THEM WITH CAUTION AND DON'T REPLY ON THEM FOR CRITICAL USE CASES, INCLUDING MEDICAL, LEGAL, FINANCIAL AND OTHER PROFESSIONAL ADVICE.
13. LIMITATION OF LIABILITY
13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14. Indemnification
14.1 To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Google, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Your use of the SDK, (b) any application You develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by You with the License Agreement.
15. Confidentiality; Publicity
15.1 Confidentiality Obligations. You will not disclose Google's Confidential Information except to Your employees, affiliates, agents, professional advisors, or third-party contractors ("Delegates") who need to know it and who have a legal obligation to keep it confidential. You will use Google's Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect the Confidential Information. You will ensure that Your Delegates are also subject to the same non-disclosure and use obligations. You may disclose Confidential Information when required by law after giving reasonable notice to Google, if permitted by law.
15.2 Publicity. You may not make any public statement regarding this Agreement without Google's written approval.
16. Changes to the License Agreement
16.1 Google may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, Google will make a new version of the License Agreement available on the website where the SDK is made available.
17. General Legal Terms
17.1 Unless specified in a separate written agreement, Google will not provide any compensation for Your use of the SDK. You confirm that Your participation in the use of the SDK will not: (A) violate any applicable ethics/gifts rules; or (B) negatively impact Google's current or future ability to do business with a government entity.
17.2 The License Agreement constitutes the whole legal agreement between You and Google and governs Your use of the SDK (excluding any services which Google may provide to You under a separate written agreement), and completely replaces any prior agreements between You and Google in relation to the SDK.
17.3 You agree that if Google does not exercise or enforce any legal right or remedy which is contained in the License Agreement (or which Google has the benefit of under any applicable law), this will not be taken to be a formal waiver of Google's rights and that those rights or remedies will still be available to Google.
17.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the License Agreement is invalid, then that provision will be removed from the License Agreement without affecting the rest of the License Agreement. The remaining provisions of the License Agreement will continue to be valid and enforceable.
17.5 You acknowledge and agree that each member of the group of companies of which Google is the parent will be third party beneficiaries to the License Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of the License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be third party beneficiaries to the License Agreement.
17.6 EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
17.7 The rights granted in the License Agreement may not be assigned or transferred by either You or Google without the prior written approval of the other party. Neither You nor Google will be permitted to delegate their responsibilities or obligations under the License Agreement without the prior written approval of the other party.
17.8 The License Agreement, and Your relationship with Google under the License Agreement, will be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Google agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the License Agreement. Notwithstanding this, You agree that Google will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
BY DOWNLOADING AND/OR USING THE SDK, YOU REPRESENT, WARRANT AND CERTIFY THAT: YOU ARE OVER EIGHTEEN YEARS OLD, AN AUTHORIZED REPRESENTATIVE OF THE LEGAL ENTITY YOU REPRESENT; YOU HAVE READ THIS LICENSE AGREEMENT AND UNDERSTAND IT; AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.