Ford Application Development Agreement
THIS Agreement is entered into by You and Ford Motor Company ("Ford") on the date You express Your consent below (the "Agreement").
1.1. This Agreement governs Your use of the Ford Developer Website ("Website") and all of its contents including SmartDeviceLink (“SDL”) software and Ford proprietary materials which include software development tools, guides, and associated Application Programming Interfaces (APIs) that Ford makes available to third party software developers (collectively "Materials") for the development of software applications for use in vehicles (“SDL Applications”).
1.2. This Agreement does not authorize You to publish or distribute any SDL Application. A separate “Distribution Agreement” between You and Ford is required prior to the publication, release, or marketing of Your SDL Application for use in a Ford or Lincoln vehicle.
1.3. You agree that any use of the Materials by You or any other person, employee, or entity authorized by You (collectively "You" or "Your") will be bound by the terms of this Agreement. If You are agreeing to be bound by this 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 other entity to this Agreement. If You do not have this authority, You may not accept this Agreement or use the Materials on behalf of Your employer or other entity. Do not use the Materials if You do not accept this Agreement. Your use of the Materials constitutes Your agreement to all terms herein.
2. LICENSE GRANT
2.1. Ford grants You a personal, revocable, limited use, non-exclusive, non-transferable license to use the Materials for developing SDL Applications for use with Ford-approved technology available today or in the future in Ford or Lincoln vehicles, such as SYNC or AppLink. This license is for development use only.
2.2. You are not permitted to distribute, assign, transfer, or sublicense any right to use the Website or Materials, either in whole or part, to any third party. This license is not a sale to You of the Materials, and does not constitute a transfer of interest in the Materials to You.
2.3. The Materials are confidential and proprietary to Ford, and may include Ford trade secrets. You are not permitted to copy (except for backup purposes), modify, adapt, distribute, decompile, or create derivative works of the confidential and Ford proprietary Materials, or permit or enable others to do so.
2.4. Ford retains title to, and all ownership interests in, the Website, Materials, SYNC, and AppLink, including all intellectual property rights. You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Materials.
2.5. You agree to not reverse engineer any aspect of AppLink or SDL, SYNC, or other Ford confidential and proprietary Materials.
3.1. Some of the software required by or included in the Materials may be offered under an open source license. To the limited extent that an open source software license term conflicts with this Agreement, the open source license will govern with respect to the applicable open source software.
3.2. You agree to comply with all applicable Freeware and Open Source Software (“FOSS”) licensing terms. You also agree not to use any FOSS in the development of Your SDL Application in such a way that would cause the non-FOSS portions of the Materials to be subject to any FOSS licensing terms or obligations.
3.3. Nothing in this Agreement gives You a right to use any of Ford's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
4. YOUR USE OF MATERIALS
4.1. You acknowledge the Materials are provided only for the development of Your SDL Application for use with Ford-approved technology available today or in the future in Ford or Lincoln vehicles, such as SYNC or AppLink.
4.2. You agree not to distribute or market Your SDL Application(s) for use in Ford or Lincoln vehicles, permit or enable unauthorized use of Your SDL Application(s) in Ford or Lincoln vehicles by any third party, and that You will take reasonable steps to protect Your SDL Application(s) from unauthorized use.
4.3. Should You develop an SDL Application utilizing any part of the Materials, You agree that You are responsible for obtaining all necessary approvals prior to publishing or distributing Your SDL Application. A distribution approval provided by a non-Ford entity does not permit You to publish or distribute Your SDL Application for use in Ford or Lincoln vehicles. Separate written authorization must be obtained from Ford prior to publishing or distributing Your SDL Application for use in Ford or Lincoln vehicles.
4.4. You agree to develop Your SDL Application in accordance with any applicable law, regulation, or generally accepted practices or guidelines in relevant jurisdictions.
4.5. THE MATERIALS ARE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU AGREE TO COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE MATERIALS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS, AND END USE.
4.6. You agree that You will not engage in any activity with the Materials, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Ford, its partners or suppliers, wireless operators, or any government entity.
4.7. You agree that You are solely responsible for any data, content, and/or resources that You create, transmit, or display within an SDL Application, including, but not limited to, any and all copyrighted material and associated royalty payments. You agree that Ford has no responsibility to You or to any third party for the consequences of Your actions, including any loss or damage which You or any third party may suffer.
4.8. You are not permitted to download, copy, or otherwise use the Materials, Website, or any content available on the Website, in whole or part, except as expressly permitted. You may not use spiders, robots, data mining techniques, or other automated devices or programs to catalog, download, or otherwise reproduce, store, or distribute content available on the Website except as expressly permitted. You may not use any such automated means to manipulate the Website or attempt to exceed the limited authorization and access granted to You.
4.9. The Website may have publicly accessible areas such as message boards, forums, member profiles, contact pages, or other features that allow users to post content that will be accessible by the public or the general user population. You grant Ford a royalty-free, perpetual, irrevocable, non-exclusive, worldwide, and fully sublicensable right and license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content which You provide (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works.
4.10. You permit any user of the Website to access, display, view, store, distribute, perform, reproduce, and prepare derivative works of, any content that You have placed in publicly accessible areas of the Website.
4.11. No compensation will be paid to You or to any other person or entity with respect to the posting or use of Your content. Ford is under no obligation to post or use any content You may provide and Ford may remove Your content at any time in its sole discretion.
4.12. You represent and warrant that You own or otherwise control all necessary rights to the content that You post, that such content is accurate, that use of the content You supply does not violate this Agreement, and will not cause injury to any person or entity, and that You will indemnify Ford for all claims resulting from content You supply.
4.13. Ford does not pre-screen or control content posted by users of the Website, and does not guarantee the accuracy, integrity, or quality of such content. Ford shall have the right (but not the obligation) in its sole discretion to monitor, refuse, or remove any content that is available via the Website for any or no reason.
4.14. Ford takes no responsibility and assumes no liability for any content uploaded, transmitted, or downloaded by You or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity You may encounter. As the provider of the Website, Ford is not liable for any statements, representations, or content provided by Website users. Any opinions, advice, or recommendations expressed therein are those of the users providing such content and not those of Ford. Ford does not endorse any content or any opinion, recommendation, or advice expressed therein. Ford reserves the right to take such action as deemed appropriate in cases where the Website is used to disseminate statements that are harmful, inflammatory, or otherwise in bad taste.
4.15. You agree to use the Materials (whether provided by Ford or others), as well as any software provided in connection with the Materials or Website, in a manner consistent with all applicable laws and regulations. Additionally, You will not use the Materials, Website, related software, or content to upload, post, email, distribute, transmit, link, solicit, or otherwise make available any content in any manner that:
4.15.1. is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another's privacy, or racially, ethnically or otherwise offensive, hateful, or abusive;
4.15.2. infringes someone else's patent, trademark, trade secret, copyright, or other intellectual property or other rights;
4.15.3. removes any proprietary notices or labels;
4.15.4. advocates or solicits violence, criminal conduct, or the violation of any local, state, national or international law, or the rights of any third party;
4.15.5. is deceptive in any way, such as by offering to sell fraudulent goods, containing an impersonation of a person or entity, or misrepresenting an affiliation with a person or entity;
4.15.6. specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband;
4.15.7. creates a false identity for the purpose of misleading others;
4.15.8. constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication;
4.15.9. interferes with others using the Website or disrupts, interferes with, or inhibits any other user from enjoying the Website or other affiliated or linked websites, material, contents, products, or services;
4.15.10. is off-topic according to the description of the group, forum, or webpage;
4.15.11. contains software viruses, worms, time bombs, corrupted files, Trojan horses, or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair, or limit the functioning of any software, hardware, network, server, or communications systems or equipment;
4.15.12. contains a charity request, petitions for signatures, chain letters, or letters relating to a pyramid scheme;
4.15.13. uses any Ford domain name as a pseudonymous return email address;
4.15.14. contains any offer for unsolicited goods or services or any advertising or promotional materials, except in those areas specifically designated for such purpose (e.g., classified bulletin board); attempts to disable, bypass, modify, defeat, or otherwise circumvent any of the digital rights management or other security related tools incorporated into the Materials, software or any content or the Website;
4.15.15. reproduces, duplicates, copies, sells, trades, resells, or exploits for any commercial purposes, any portion of the Website or content, use of the Website, or access to the Website;
4.15.16. publishes, publicly performs, displays, or distributes to any third party any content, including reproduction on any computer network, or broadcast or publications media;
4.15.17. makes derivative uses of the Website or the content;
4.15.18. uses, frames, or utilizes framing techniques to enclose any portion of the Website (including the images found at the Website or any text or the layout/design of any page or form contained on a page);
4.15.19. provides material support or resources (or conceals or disguises the nature, location, source, or ownership of any material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
4.15.20. systematically collects and uses any content including the use of any data mining, or similar data gathering and extraction methods;
4.15.21. modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate the Website; and/or
4.15.22. except as provided immediately below, (1) prepares, compiles, uses, downloads, or otherwise copies any user information or usage information or any portion thereof, or (2) transmits, provides, or otherwise distributes (whether or not for a fee) such information to any third party. You may engage in the activity in (1) or (2) above (hereafter “Use”) only if: (a) the Use is only to the extent necessary to develop and support Your SDL Application or meet obligations under this Agreement; (b) You have obtained user consent to each specific Use; and (c) in the event of distributing the information to a third party, only so long as the third party agrees to maintain the confidentiality of the information in advance of the distribution.
5. SAFETY AND PRIVACY
5.1. You acknowledge that safety is and will be an important part of any SDL Application you develop.
5.2. Ford vehicle technology includes technology for reducing driver distraction. You agree that Your SDL Application(s) for use in Ford or Lincoln vehicles will comply with that technology, and that You will not circumvent or attempt to circumvent that technology.
6.1. You agree to maintain the confidentiality of any confidential information and materials conveyed by Ford to You. Such information may include, without limitation, features and modes of operation, techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and functional specifications, analysis and performance information, user documentation, and any other technical information, plans, data, and other information disclosed that is or should reasonably be known to be confidential (collectively "Confidential Information").
6.2. Confidential Information does not include (1) information that becomes part of the public domain through no act or omission by You, (2) information that is in Your lawful possession prior to Your receipt as demonstrated by written documentation, or (3) information that is independently developed without any use or reference to the Confidential Information.
6.3. You may disclose Confidential Information received from Ford to third parties only to the extent necessary to develop and support applications for use in Ford vehicles or meet obligations under this Agreement, and only so long as the third party has agreed to maintain the confidentiality of the information.
6.4. Absent prior written agreement to the contrary, Ford and its affiliates take on no obligation of confidentiality with respect to any and all information provided or submitted by You.
7. THIRD PARTY CONTENT
7.1. You acknowledge that the data, content, and resources available from third parties, or presented to You through 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).
7.2. You agree not to use any third party materials in a way that would infringe or violate the rights of any other party and that Ford is not responsible for any such use.
7.3. You acknowledge that Your use of third party applications, data, content, or resources may be subject to separate terms between You and the relevant third party. Ford assumes no obligations with respect to any such third party and does not warrant and assumes no liability for the use of any third party materials, products, or content.
8. SUPPORT SERVICES
8.1. Ford may offer various forms of support to aid in the development of Your SDL Application(s). Details about available support services are provided on the Website. Ford has no obligation to provide direct assistance or help with using the Materials.
9. UNSOLICITED SUBMISSIONS
9.1. You agree not to post, submit, or propose to Ford any ideas, concepts, copy, proposals, inventions, methods, or techniques for new or proposed products or services through the Website; collectively such submission will be referred to as "Unsolicited Submissions. "
9.2. Should You submit Unsolicited Submissions, You hereby grant Ford a perpetual, irrevocable, unrestricted, non-exclusive, royalty free license to use all Unsolicited Submissions in any manner whatsoever without any compensation or attribution to You.
9.3. You agree that use of Unsolicited Submissions shall not require permission from or payment to You or any other person or entity.
9.4. You agree that Ford is not under any obligation of confidentiality, express or implied, with respect to Unsolicited Submissions.
9.5. You agree that You shall have no recourse against Ford for any alleged or actual infringement or misappropriation of any proprietary right in Unsolicited Submissions.
10. WEBSITE SECURITY
10.1. Violating the security of the Ford Website is prohibited and may result in criminal and civil liability. Ford may investigate incidents involving such violations and may involve and cooperate with law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Website or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations.
11. YOUR WEBSITE CREDENTIALS
11.1. You agree that You are responsible for maintaining the confidentiality of any developer credentials that may be issued to You by Ford or which You may choose Yourself, and that You will be solely responsible for all applications that are developed under Your developer credentials. Ford may limit the number of developer accounts issued to You or to Your organization.
12. AGREEMENT TERMS AND WEBSITE CONTENT SUBJECT TO CHANGE
12.1. The terms of this Agreement and any other policies and practices associated with the use of the Ford Developer Website are subject to change by Ford. Your continued use of the Website acknowledges Your acceptance of such changes.
12.2. Ford reserves the right to modify the content on the Website, the Materials, AppLink or SYNC without prior notice, at any time and Your continued use is Your acknowledgement of such modifications.
13.1. To the extent permitted by law, You agree to indemnify, defend, and hold harmless Ford, its directors, officers, employees, independent contractors, partners, dealers, suppliers, customers, and agents (each a "Ford Indemnified Party") from any and all third party claims (including but not limited to tort, negligence, personal injury, and strict product liability), losses, liabilities, damages, expenses, and costs (including without limitation attorney’s fees and court costs) (collectively "Losses") against or otherwise incurred by a Ford Indemnified Party directly resulting from: (1) Your breach of this Agreement, (2) the use of Your SDL Application by Ford or any person, or(3) any claims that Your SDL Application violates any law or infringes any patent, copyright, trade secret, or trademark.
13.2. A Ford Indemnified party shall promptly notify You in writing of any such claim. The Ford Indemnified Party shall be entitled, at its sole option, to participate in or assume in total the defense of any such claim at its sole expense and You agree to cooperate as fully as reasonably required in the defense.
14. TERM, TERMINATION, AND MODIFICATION
14.1. The term of this Agreement (the "Term") will begin on the date You click “I Agree” or otherwise indicate Your acceptance of this Agreement and will continue until terminated by You or Ford. Ford is entitled to terminate this Agreement and access to the Website at Ford’s discretion with or without advance notice to You. Ford may also suspend Your participation in the Ford Developer Program and Your access to the Website at Ford’s discretion with or without notice to You.
14.2. Upon expiration or termination of this Agreement, You agree to destroy and not use thereafter, the Materials and all other documents or equipment provided to You by Ford hereunder.
14.3. All materials submitted by You to Ford become the property of Ford and will not be returned to You.
14.4. Notwithstanding the foregoing, all terms of sections 5, 6, 4.9, 14, 16, and 17survive the termination of this Agreement and remain enforceable.
15.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE MATERIALS IS AT YOUR OWN RISK AND THAT THE MATERIALS AND SUPPORT SERVICES (IF ANY) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM FORD.
15.2. YOU ACKNOWLEDGE THAT FORD MAY, AT ANY TIME, WITHOUT PRIOR NOTICE TO YOU, MODIFY OR CHANGE SDL, SYNC, APPLINK, OR THE MATERIALS, INCLUDING THE CHANGE OR REMOVAL OF ANY FEATURE OR FUNCTIONALITY.
15.3. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MATERIALS IS AT YOUR OWN DISCRETION AND RISK.
15.4. FORD 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 OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES IN THE MATERIALS.
15.5. IF DISCLAIMER OF ANY IMPLIED WARRANTY IS NOT PERMITTED BY LAW, THE DURATION OF SUCH IMPLIED WARRANTY IS LIMITED TO THIRTY (30) DAYS FROM THE DATE THE MATERIALS WERE OBTAINED BY YOU.
16. LIMITATIONS OF LIABILITY
16.1. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL FORD OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES CLAIMED FOR LOSS OF INCOME, PROFITS OR REVENUE, BUSINESS OPPORTUNITIES OR GOODWILL, LOSS OF DATA, INFORMATION, PRIVACY, SECURITY OR CONFIDENTIALITY, INABILITY TO ACCESS OR UNAUTHORIZED ACCESS TO DATA, INFORMATION, PREMISES OR PROCESSES, OR OTHER PECUNIARY LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO YOUR APPLICATIONS WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) OR OTHERWISE.
16.2. THE LIMITATIONS HEREIN APPLY REGARDLESS OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16.3. FORD IS NOT LIABLE FOR ANY COST OR EXPENSE YOU INCUR WHATSOEVER IN CONNECTION WITH THIS LICENSE OR THE DEVELOPMENT OF YOUR APPLICATIONS.
17. GENERAL PROVISIONS
17.1. If a party does not exercise or enforce any legal right or remedy that is contained in this Agreement (or that such party has the benefit of under any applicable law), this will not be taken to be a waiver of such party's rights and those rights or remedies will still be available.
17.2. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
17.3. You acknowledge and agree that each member of the group of companies of which Ford is the parent shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.
17.4. The rights granted in this Agreement may not be assigned or transferred by You without the prior written approval of Ford. Ford may assign its rights or obligations under this Agreement without Your permission.
17.5. This Agreement, and Your relationship with Ford under this Agreement, shall be governed by the laws of the State of Michigan without regard to its conflicts of laws provisions. You and Ford (1) irrevocably submit to the jurisdiction of the state or federal courts located in Michigan, (2) agree that any action, suit or proceeding arising under, or base upon this Agreement shall be brought only in such courts, and (3) waive any objections based on forum non conveniens, or any other objection to venue.
17.6. This Agreement, along with any addendum hereto, constitutes the whole legal Agreement between You and Ford with respect to the Website and the Materials, governs Your use of the Materials and Website, and completely replaces any prior agreement between You and Ford regarding the Website or Materials.
By clicking below You further certify that:
You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age in most countries) and have the right and authority to enter into this Agreement.
All information that You provide to Ford in connection this Agreement is current, true, accurate, and complete.
I voluntarily give consent to have my personal information collected, processed, and stored by Ford Motor Company and its vendors in databases located in the U.S.A., and to global transfers of this information within Ford’s vendors and Ford and its affiliates.