Developer Terms and Conditions

SCiO Developer ToolKit

Introduction

The SCiO Developer ToolKit (SCiO DevKit) includes your SCiO device and accessories, SCiO Lab, SCiO Lab Mobile, SDKs and API libraries for Android and iOS and related software and documentation, and is licensed to you subject to the General Terms of Use, the EULA and these Developer Terms and Conditions (Developer Terms & Conditions). In the event of discrepancies between the EULA and/or the General Terms of Use and these Developer Terms & Conditions, the terms herein will prevail. These Developer Terms & Conditions forms a legally binding contract between you and Consumer Physics in relation to your use of the SCiO DevKit.

For the purpose of these Terms & Conditions, the following definitions shall have the following meaning:

SCiO means Consumer Physics handheld molecular sensor (SCiO molecular sensor), its cover and associated accessories such as the optical shade, solid sample holder and liquid scanning accessory.

SCiO Platform means SCiO sensor and all devices, the SCiO Cloud, applications and software platform used to operate SCiO and the SCiO DevKit. This includes, for example, the SCIO Cloud, SCiO Lab and SCiO Lab Mobile as well as the Mobile SDK.

SCiO Model means a mathematical algorithm of Consumer Physics, used among others, to estimate and/or classify properties of materials based on their spectrum measured by SCiO.

SCiO Application/s means any software, web and/or mobile application that uses SCiO Models.

SCiO Cloud means the Consumer Physics cloud operations, algorithms, data and software used to operate SCiO.

Consumer Physics means VeriFood Ltd. and its affiliates with an address at POB 12414 Herzliya Industrial Zone, 46733, Israel.

Documentation means any technical or other specifications or documentation and other collateral that Consumer Physics may provide to you for use in connection with the SCiO DevKit.

Term means from the date of grant of license until terminated in accordance with the terms herein.

Accepting these Developer Terms & Conditions

In addition to the acceptance terms within the EULA, in order to use the SCiO DevKit, you must first agree to these Developer Terms & Conditions.  By expressly accepting these Developer Terms & Conditions or by downloading, installing, accessing, activating and/or otherwise using the SCiO DevKit, you are agreeing that you have read, agree to comply with and are bound by the terms and conditions herein and all applicable laws and regulations. If you do not accept these Developer Terms & Conditions, do not use the SCiO DevKit. If you are accepting these Developer Terms & Conditions on behalf of an entity, you acknowledge that you have the appropriate authority to accept these terms and conditions on behalf of such entity.

You may not use the SCiO DevKit and may not accept these Developer Terms & Conditions if you are a person barred from receiving the SCiO DevKit under applicable laws of any applicable country, including the country in which you are resident or from which you use the SCiO DevKit.

SCiO DevKit License

Subject to the terms of these Developer Terms & Conditions, Consumer Physics grants you during the Term a limited, worldwide, personal, non-assignable, revocable, non-sublicensable and non-exclusive license to use the SCiO DevKit solely to create and publish SCiO Models on the SCiO Cloud, and to access such SCiO Models created by you and additional models which may be made available by Consumer Physics or third parties, for the purpose of creating SCiO Application/s to use and interact with the SCiO Platform.

You understand and agree that SCiO Applications developed using the SCiO DevKit cannot be distributed and/or used for commercial purposes by you, other employees of your organization, or anyone on your behalf, unless you enter into a separate SCiO developer agreement for commercialization of your SCiO Application. Such agreement will be in accordance with distribution and usage terms and conditions of Consumer Physics, as may be updated from time to time, and will entail payment to Consumer Physics. For distribution terms and conditions contact Consumer Physics. If you wish to distribute or otherwise use your SCiO Application for commercial purposes for third party use or internal use, contact Consumer Physics at   For the avoidance of doubt, the above commercialization provision applies to you or anyone on your behalf even if you are using a beta version of the Mobile SCiO DevKit and/or commercialization is done by a third party on your behalf.

Consumer Physics and/or third parties own all legal right, title and interest in and to the SCiO DevKit, including any Intellectual Property Rights that subsist in the SCiO DevKit. Intellectual Property Rights means all intellectual property rights worldwide, including without limitation patents, utility certificates, utility models, industrial design rights, copyrights, database rights, trade secrets, know-how, any protection offered by law. Consumer Physics reserves all rights not expressly granted to you.

You may not use the SCiO DevKit for any purpose not expressly permitted by these Developers Terms & Conditions.  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 SCiO DevKit or any part of the SCiO DevKit.

Use, reproduction and distribution of components of the SCiO DevKit licensed under an open source software license are governed solely by the terms of that open source software license and not under these Developer Terms & Conditions. For a list of open source software and relevant license terms contact Consumer Physics.

You agree that Consumer Physics may update, upgrade or otherwise change the SCiO DevKit at its discretion. You agree that the form and nature of the SCiO DevKit that Consumer Physics provides may change without prior notice to you and that future versions of the SCiO DevKit may be incompatible with data collected, SCiO Models built and SCiO Applications developed on previous versions of the SCiO DevKit. You agree that Consumer Physics may stop (permanently or temporarily) providing the SCiO DevKit (or any features within the SCiO DevKit) to you or to users generally at Consumer Physics sole discretion, and in such an event, we will provide you with reasonable prior notice, as the circumstances will allow.

Nothing in these Developer Terms & Conditions gives you a right to use any of Consumer Physics documentation, trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. If you wish to make reference to Consumer Physics and/or SCiO, contact Consumer Physics for branding and marketing guidelines.

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 SCiO DevKit.

SCiO DevKit Usage

Consumer Physics agrees that it obtains no titles in or to any SCiO Application that you develop using the SCiO DevKit.

You agree to use the SCiO DevKit and create SCiO Applications only for purposes that are permitted by (a) these Developer Terms & Conditions 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 any relevant countries).

You agree that you will not distribute SCiO Applications absent a separate agreement with Consumer Physics.

You agree that if you use the SCiO DevKit to develop SCiO Applications for third party users, you will protect the privacy and legal rights of those users and abide to any applicable law and/or regulation. If your SCiO application stores personal or sensitive information provided by users, it must do so securely. If the user provides your SCiO Application with his/her Consumer Physics account information, your SCiO Application may only use that information to access the users Consumer Physics account when, and for the limited purposes for which, the user has given you permission to do so.

You agree that you will not engage in any activity with the SCiO DevKit, 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 Consumer Physics and/or any third party.

You agree that you are solely responsible (and that Consumer Physics has no responsibility to you or to any third party) for any data, content, or resources that you create, transmit or display, breach, including through the SCiO Platform, and for the consequences of your actions (including any loss or damage which Consumer Physics may suffer) by doing so.

You agree that you are solely responsible for (and that Consumer Physics has no responsibility to you or to any third party for) any breach of your obligations under these Developer Terms & Conditions, 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 Consumer Physics or any third party may suffer) of any such breach.

Developer Submissions

By using SCiO and the SCiO DevKit you will submit data, such as Scan Data (which includes, among others, spectrum collected by SCiO, textual descriptions, quantitative data, location, time, temperature and images) which will be uploaded and stored in the SCiO Cloud. You retain exclusive rights to build SCiO Models and Applications with Scan Data submitted by you. Consumer Physics may not use Scan Data submitted by you to create competing SCiO Applications, nor will Consumer Physics expose your Scan Data to third parties to create such applications. Consumer Physics may use (including, without limitation, review and copy) such data for other purposes such as debugging, user support, improving our system, algorithms and models, and for usage analysis.  You are solely responsible for all content that you upload or contribute. You represent and warrant that you have all rights necessary to upload all content that you submit, in the manner in which you contribute it, and that your submissions will not place Consumer Physics under any fiduciary or other obligation.

To maintain the integrity and accuracy of the database, we require that you upload only quality and accurate Scan Data. You warrant that you will not contribute any content or otherwise use SCiO and the SCiO DevKit in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, or any other right of third parties; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any employee or representative of Consumer Physics; (v) contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your account with Consumer Physics or anyone else's account (such as allowing someone else to log in to the Services as you); (vii) violates the security of any computer network, or cracks any passwords or security encryption codes; (viii) runs Mail list, Listserv, or any form of auto-responder or spam on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services).

Privacy and Information

In order to continually innovate and improve the SCiO DevKit, In addition to any other use detailed herein, Consumer Physics may anonymously collect certain usage statistics including but not limited to a unique identifier, associated IP address, and information on which tools and/or services in the SCiO DevKit are being used and how they are being used.

The data collected is examined in the aggregate to improve the SCiO DevKit and is maintained in accordance with Consumer Physics Privacy Policy.

Terminating the License and these Developer Terms & Conditions

These Developer Terms & Conditions and the license granted herein will continue to apply until terminated by either you or Consumer Physics as set out below.

If you want to terminate the license and these Terms & Conditions, you may do so by ceasing your use of the SCiO DevKit and any relevant developer credentials.

Consumer Physics may at any time, terminate the license and these Developer Terms & Conditions, for any reason or no reason, effective 30 days after providing you with a notice. In addition, these Developer Terms & Conditions and all rights hereunder will terminate automatically or cease to be effective without notice from Consumer Physics to you if: (A) you have breached any provision of these Developer Terms & Conditions, any other terms and policies of Consumer Physics and/or any other obligation (including , without limitation payment obligation); or (B) Consumer Physics is required to do so by law; (C) You intentionally or inadvertently cause damage of any type to Consumer Physics, its services and users, including without limitation to the SCiO DevKit and the SCiO Platform; or (D) Consumer Physics decides to no longer provide the SCiO DevKit or certain parts of the SCiO DevKit to users in the country in which you are resident or from which you use the service.

When the license granted herein and these Developer Terms & Conditions comes to an end, the provisions of paragraph 1, 3, 4, 5, 7, 8, 9, 10 and 12 shall continue to apply indefinitely.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SCIO DEVKIT IS AT YOUR SOLE RISK AND THAT THE SCIO DEVKIT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM CONSUMER PHYSICS.

YOUR USE OF THE SCIO DEVKIT AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SCIO DEVKIT 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.

CONSUMER PHYSICS 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.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CONSUMER PHYSICS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL 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 CONSUMER PHYSICS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NOTWITHSTANDING THE ABOVE, THE TOTAL LIABILITY OF CONSUMER PHYSICS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO CONSUMER PHYSICS BY YOU FOR THE PURCHASE OF THE SCIO DEVKIT AND EXCLUDING OTHER PAYMENTS AND FEES (SUCH AS USAGE FEES, ETC.).

Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Consumer Physics, 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 attorney's fees) arising out of or accruing from (a) your use of the SCiO DevKit, (b) any application you develop on the SCiO DevKit 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 these Developer Terms & Conditions.

Changes to the Developer Terms & Conditions

Consumer Physics may make changes to these Developer Terms & Conditions, among others as it distributes new versions of the SCiO DevKit, and make the new version of these Developer Terms & Conditions available on the Consumer Physics' website.

General Legal Terms

These Developer Terms & Conditions constitutes the whole legal agreement between you and Consumer Physics and governs your use of the SCiO DevKit (excluding any services which Consumer Physics may provide to you under a separate written agreement, and excluding distribution of Your SCiO Application/s), and completely replaces any prior agreements between you and Consumer Physics in relation to the SCiO DevKit, whether written, oral or implied.

You agree that if Consumer Physics does not exercise or enforce any legal right or remedy which is contained in these Developer Terms & Conditions (or which Consumer Physics has the benefit of under any applicable law), this will not be taken to be a formal waiver of Consumer Physics' rights and that those rights or remedies will still be available to Consumer Physics.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Developer Terms & Conditions is invalid, then that provision will be removed from these Developer Terms & Conditions without affecting the rest of these Developer Terms & Conditions. The remaining provisions of these Developer Terms & Conditions will continue to be valid and enforceable.

You acknowledge and agree that each affiliate of Consumer Physics shall be third party beneficiaries to these Developer Terms & Conditions and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Developer Terms & Conditions 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 these Developer Terms & Conditions.

EXPORT RESTRICTIONS. THE SCIO DEVKIT 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 SCIO DEVKIT. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.

The rights granted in these Developer Terms & Conditions may not be assigned or transferred by you without the prior written approval of Consumer Physics. You shall not be permitted to delegate your responsibilities or obligations under these Developer Terms & Conditions without the prior written approval of Consumer Physics. For the avoidance of doubt, Consumer Physics may assign or transfer its rights and/or obligations herein.

These Developer Terms & Conditions, and your relationship with Consumer Physics under these Developer Terms & Conditions, shall be governed by the laws of the State of New York without regard to its conflict of laws or provisions. You and Consumer Physics agree to submit to the exclusive jurisdiction of the courts located within the city of New York, New York to resolve any legal matter arising from these Developer Terms & Conditions. Notwithstanding this, you agree that Consumer Physics shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Updated: October 13, 2015