Terms | LDA Technologies | LDA Technologies

These Terms and Conditions of Sale of Products and Services (“Terms”) may be updated by posting at this URL. The product delivered by LDA Technologies Ltd. (“LDA”) contains hardware and software, together with third party hardware components (“Third Party Hardware”) and third party open-source software (“Third Party Software, collectively “Third Party Components”) “Product” means the LDA product and The Third Party Components. Additionally, LDA provides support and development services (“Services”). The purchaser or recipient of the Product and/or Services (“Customer”, “You”, “Your”) agrees to be bound by these Terms.

By ordering, making payment for, or accepting the Product and/or Services, having previously received or notified of these Terms, You are deemed to agree to these Terms, notwithstanding any terms contained in any communication from You, and whether or not LDA specifically or expressly objects to any of Your terms. LDA’s failure to object to any document, communication or act by You will not be deemed a waiver of any of these Terms, nor will any terms of a purchase order supersede these Terms. Notwithstanding the foregoing, LDA may refuse to accept an order and/or future orders if the Product is end of life.

Use, Rights, Confidentiality and Restrictions
1. LDA grants to the You a non-exclusive, non-transferable, limited right to use the Product and Third Party Components for Your use only, and not for sub-licensing.
2. 1. You consent to LDA’s right to enforce licensing of the Product, including through a licence protection mechanism or licence check mechanism. If LDA discovers You have exceeded the terms of the licence, You are responsible for payment to LDA at its then-current fee in excess of the use originally purchased by You. For certain Third Party Components suppliers, LDA is required to disclose Your name and e-mail address. If You object to this, You must notify LDA in writing, which may result in LDA not being able to deliver You the Product.
3. As requested by You, LDA will provide technical support for use of the Product in accordance with LDA’s standard support procedures and policies.
4. You acknowledge and agree that all programs, procedures and methods of computation included in the Product (“Confidential Information”) are valuable trade secrets and valuable proprietary property of LDA and its Third Party Components suppliers, and that all rights and privileges in connection therewith are reserved to LDA and its Third Party Components suppliers. If the Confidential Information is publicly available, already in Your possession, or rightfully obtained from third parties having no duty of confidentiality, You shall not have responsibility to LDA with respect to the Confidential Information.
5. You agree: (i) not copy any part of the Confidential Information or attempt to reverse assemble or reverse compile the Product; (ii) not disclose or otherwise make available the Product, its documentation or functionality to any third party without LDA’s prior written consent; (iii) to only disclose the Confidential Information to Your employees, consultants or other party to whom disclosure is necessary to use the Product, provided that they are informed of the confidential nature of the Confidential Information and have agreed in writing to be bound by these Terms; and; (iv) to hold the Confidential Information in the strictest confidence in perpetuity, and to use at least the same degree of care used to restrict disclosure and use of Your own information of like importance.
6. If the Product is delivered with sample source code (that is not specifically designated Third Party Software), a high-level language in human readable form, which, when compiled, forms object code, (“Sample Source Code”), You agree: (i) to use the Sample Source Code solely for use with the Product, and not for resale, distribution, or any use other than for the benefit of Your organization; (ii) the licence for the Sample Source Code may be revoked by LDA if you violate these Terms; and (iii) not to use the source code to create any offering or services that compete with LDA.
7. If You use the Third Party Software, which is available free of charge, Your use shall be governed by the licences associated with the Third Party Software, notwithstanding the restrictions in this section.
Shipping/Warranty
1. The Products are deemed accepted by You unless You notify LDA of shortages, damage or defects in writing within 10 days of delivery of the Product. LDA will ship the Product at Your cost using a commercial carrier, and You are responsible for all levied import duties or taxes, brokerage fees and shipping charges.
2. For 90 days after delivery, LDA warrants the Products against defects. Your exclusive remedy, at LDA’s election, is: (a) refund of Your purchase price; (b) repair of the Product, provided it has not been altered by You; or (c) replacement of the Product. LDA further warrants that it shall deliver the Services competently and in a reasonably timely manner.
3. After You have submitted a purchase order to LDA for a Product, if more than 48 hours has elapsed since You submitted the purchase order, or You have received a Confirmation of Order e-mail from LDA, the order is non-cancellable and You agree that you are liable for the entire amount stated in Your purchase order.
4. You acknowledge that, except as specifically set forth herein, there are no representations or warranties of any kind by LDA, express or implied, as to the condition or performance of the Products and/or Services, their merchantability, fitness for a particular purpose or use, non-infringement, or otherwise. LDA does not assume any responsibility or liability for Third Party Components’ performance. A list of some of the Third Party Software and their associated licences are set out in section 7). Further, if You received Sample Source Code, LDA provides it “as is”, and without the warranties or conditions specified in this section.
Limited Liability
1. LDA will not be liable for any damages due to any failure or delay in its performance as result of any events beyond its reasonable control. LDA may, without liability, cancel any order delayed by any cause beyond its reasonable control. In its sole discretion, LDA may defer, delay, or cancel the shipment of a Product which is in short supply.
2. Except for the exclusive warranty in section 2, neither LDA nor its Third Party Components suppliers will have any liability or obligation to You or any other person for any claim, loss, damage, or expense caused in whole or in part by: (i) any inadequacy, deficiency, or defect in the Product or Services (whether or not covered by any warranty); (ii) the use or performance of any Product, or (iii) any failure or delay in LDA’s performance, or for any special, direct, indirect, incidental, consequential, exemplary or punitive damages, however caused, including, without limitation cost of replacement goods or services, rework, loss of data, loss of profit, or any other non-direct economic consequential loss or damage, even if the damages are foreseeable and whether or not You have informed LDA of the possibility or likelihood of these damages. LDA’s liability shall not exceed the price paid for the Product.
U.S. Export Restrictions
1. The Product contains Third Party Components which may be subject to export control restrictions if re-exported, and are subject to U.S. Export Administration Regulations. Diversion contrary to U.S. law prohibited. You understand that U.S. Origin Items, and foreign manufactured products that incorporate U.S. Origin content are subject to the U.S. Export Administration Regulations. If the You seek to export the Product, You will obtain all required permissions (e.g. export licences, permits, etc.) from the U.S. government and any other applicable government.
Documentation/Copyright/Trade-mark
1. The Product is accompanied by documentation to provide guidance on use of the Product or you may be provided with documents via the Services (“Documentation”). The Documentation contains names, logos, trade-marks and copyrighted material of LDA (“Proprietary Material”) and the Third Party Components providers (“Third Party Proprietary Material”). You may use the Proprietary Material and the Third Party Proprietary Material solely in Your use of the Product, and none of the Proprietary Material or Third Party Proprietary may be used in any other manner without LDA’s prior written consent.
2. If You cease to use the Product and/or Services, You agree to return the Proprietary Material and the Third Party Proprietary Material to LDA or destroy all copies of the Proprietary Material and the Third Party Proprietary Material.
3. LDA and its Third Party Components providers reserve all other rights with respect to the Proprietary Material and the Third Party Proprietary Material, unless otherwise designated.
General
1. These Terms shall be construed and interpreted in accordance with the laws of the Province of Ontario and applicable federal laws of Canada, and LDA and You submit irrevocably to the jurisdiction of the courts in Toronto, Ontario. The United Nations Commission on International Trade Law Conventions on Contracts for the International Sales of Goods and Related Transactions is specifically excluded from these Terms. LDA and You waive any right to a jury trial. You shall not assign or otherwise transfer the Product, in whole or in part, except with the prior written consent of LDA. Any use or disclosure of Confidential Information that is inconsistent with these Terms may cause irreparable damage to LDA for which remedies other than injunctive relief may be inadequate. You agree that in any request to a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain use or disclosure of the Confidential Information, You will not object to the remedy or require proof of actual damages or the provision of either a bond or other security. These Terms are written in the English language at the express request of both parties. La présente convention est rédigée en anglais à la demande expresse des parties.
Third Party Software Open Source Licences

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

LineNoise, https://github.com/antirez/linenoise/blob/master/LICENSE
Microchip Harmony, http://ww1.microchip.com/downloads/en/DeviceDoc/MPLAB%20Harmony%20Software%20License%20Agreement%20(v1.06.02).pdf
FreeRTOS, https://www.freertos.org/a00114.html
TRE, Copyright (c) 2001-2009 Ville Laurikari vl@iki.fi. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDER AND CONTRIBUTORS ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

GCC Compiler, https://www.gnu.org/licenses/gcc-exception-3.1.en.html
DPDK, https://elixir.bootlin.com/dpdk/latest/source/license
Libpng, http://www.libpng.org/pub/png/src/libpng-LICENSE.txt
Pngpp, https://www.nongnu.org/pngpp/license.html
Tclap, https://opensource.org/licenses/mit-license.php
RapidJSON, https://opensource.org/licenses/mit-license.php
Python, https://pypi.org/

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Terms and Conditions of Sale of Products & Services