1. CDK License
1.1 Subject to the terms and conditions of this CDK License Agreement, our Terms and the applicable Order Form, Corellium grants Customer a limited, non-exclusive, worldwide, non-assignable, non-sublicensable license to use the CDK to develop and use device models solely for Customer’s internal business purposes in connection with the evaluation and development of software applications by Customer (the “Licensed Use”). Commercial or third party use or exploitation of any device models developed or created, in whole or in part, through the use of or reference to the CDK is expressly prohibited absent a separate written agreement between Customer and Corellium with respect to the subject matter thereof.
1.2 Customer agrees that the form, components and nature of the CDK that Corellium provides to Customer may change at any time without prior notice to Customer and that future versions of the CDK may be incompatible with device models developed on previous versions of the CDK. Notwithstanding the foregoing, Corellium shall have no obligation to update, upgrade or alter the CDK at any time.
2. Use of the CDK
2.1 Customer agrees to use the CDK and create device models only for purposes that are permitted by (a) this CDK License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in any relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
2.2 Customer may not use the CDK for any other purpose other than for the Licensed Use. For clarity, the CDK may not be used in the development of actual silicon devices. You shall not (and shall not authorize, permit, or encourage any third party or Authorized User to) copy, modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the CDK or any part of the CDK or otherwise take any action, or fail to act in a way, that results in or otherwise contributes to a Severe Infraction.
2.3 Customer agrees that Customer is solely responsible for (and that Corellium has no responsibility to Customer or to any third party for) any data, content, or resources that Customer creates, transmits or displays through the CDK, and for the consequences of Customer’s conduct or actions (including
any loss or damage of any kind whatsoever which Corellium may suffer) by doing so.
2.4 Customer agrees that Customer is solely responsible for (and that Corellium has no responsibility to Customer or to any third party for) any breach of Customer’s obligations under this CDK License Agreement, any applicable third-party contract or terms and conditions of use or service, or any applicable law or regulation, and for the consequences (including any loss or damage of any kind whatsoever which Corellium or any third party may suffer) of any such breach.
3. Support
3.1 Definitions. For purposes of this Section 3, the terms below are defined as follows:
3.1.1 “Business Days” means Monday to Friday, excluding federally recognized US holidays.
3.1.2 “Business Hours” means 9 a.m. – 5 p.m. Eastern Time on Business Days.
3.1.3 “Maintenance Notification” means an email from Corellium to Customer’s designated
Support Point of Contact informing Customer of the date and time of Scheduled Maintenance. Maintenance Notifications will be sent a minimum of three (3) Business Days in advance of Scheduled Maintenance.
3.1.4 “Scheduled Maintenance” means a period of scheduled downtime, for which Customer has been sent a Maintenance Notification, during which Corellium will implement updates, fixes, and changes to the CDK. Absent written notice in a Maintenance Notification sent a minimum of five (5) Business Days in advance, Scheduled Maintenance will take place outside of Business Hours.
3.1.5 “Support Point of Contact” means the person at Customer’s organization who is responsible for receiving Maintenance Notifications and other relevant support-related
communications from Corellium.
3.2 Eligibility. To be eligible for Licensed Use of the CDK, Customer agrees that it must also purchase applicable support services from Corellium (“CHARM Support”) as specified on the Order Form for at least the first calendar year after CDK purchase. The cost of such CHARM Support is set forth in the applicable Order Form or as otherwise provided to you by Corellium from time to time.
3.3 Customer Systems. It is Customer’s responsibility to ensure that its Authorized Users adhere to the prerequisites required by Corellium for use of the CDK, including using an internet browser in accordance with the Corellium Software’s minimum requirements. Customer must have an internet connection with adequate bandwidth.
3.4 Support Point of Contact. Customer must provide Corellium the name and email address of a Support Point of Contact to receive Maintenance Notifications and other relevant support-related communications from Corellium. Customer must notify Corellium in writing of any changes to the designated Support Point of Contact.
3.5 Support Requests. To resolve support requests, Corellium may require Customer to provide a general description of the operating environment, a list of hardware components, a reproducible test case, and certain log files, trace files, or system files. Failure to provide this information may prevent Corellium from identifying and resolving the alleged issue. Corellium reserves the right to provide a workaround in lieu of fixing an alleged defect if Corellium, in its sole judgment, determine that it is more effective to do so. Support requests are limited to the latest release of the CDK and Corellium is not obligated to provide support for older versions thereof. For Customers with on-site appliances, it is Customer’s responsibility to install updates provided by Corellium.
3.6 Support Representative. Customer will be assigned a named customer support representative. Customer can submit support requests via email directly to their named support representative, via email to support@corellium.com, or via Intercom chat. In order for Corellium to identify requests as coming from Customer, each initial support request must be submitted by Customer’s Support Point of Contact provided, however, that additional Customer employees may be copied on the request, and other Customer employees may become the primary point of contact on subsequent communications pertaining to the request. All CHARM Support requests will be automatically escalated for review by senior hardware-model engineering staff.
3.7 Response Time. Response Time is defined as the time from when Customer submits a request by one of the approved Support Channels, defined above, to the time when a Corellium support representative initially responds. For CDK Customers, in all cases regardless of the severity of the request, Response Time shall be less than twelve (12) Business Hours. Corellium shall use reasonable commercial efforts to resolve all CHARM Support requests as soon as practicable. All
support requests will be prioritized in Corellium’s discretion for triage and resolution before non-CDK requests.
3.8 Scope of Support. CHARM Support covers technical support for the development of Corellium virtual device models using Corellium’s authorized tools, such as the CDK, that are used in conjunction with Corellium Products. However, CHARM Support does not include technical support for Corellium Products themselves, as such support services are offered separate and apart from CHARM Support and covered under separate agreements.
4. Intellectual Property Rights
4.1 Customer acknowledges and agrees that Corellium and/or third parties own all legal right, title, and interest in and to the CDK including any Intellectual Property Rights therein. Customer acknowledges that there are no implied licenses granted under this CDK License Agreement, and no licenses or immunities granted to the combination of the CDK with any other software. We reserve
all rights that are not expressly granted.
4.2 Corellium agrees that it obtains no right, title or interest (including any Intellectual Property Rights) from Customer under the CDK License Agreement in or to (a) any device models that Customer develops using the CDK or (b) any of Customer’s software or applications used in connection with
any such device models.
4.3 Customer acknowledges and agrees that the CDK may include or incorporate third party
components and/or technology (collectively “Third Party Components”), which is provided for use in or with the CDK and not otherwise used separately. If the CDK includes or incorporates Third Party Components, then the third party pass-through terms and conditions (“Third Party Terms”) for the particular Third-Party Component are fully incorporated by reference into this Agreement
and shall apply, provided that such Third Party Terms shall apply solely with respect to the Third
Party Components and shall not modify Seller’s obligations under this Agreement.
5. Relationship to Terms
5.1 The CDK constitutes Corellium Products and/or Corellium Services, as applicable, under our Terms. Accordingly, this CDK License Agreement is incorporated into and is made a part of the Terms by reference, together with the applicable Order Form and, as applicable, any Third Party Terms. In the event of a conflict or inconsistency between the terms and conditions of this CDK License Agreement and any terms and conditions of the Terms or any Order Form, the terms and conditions set forth in this CDK License Agreement shall prevail. In the event of any conflict between the terms in this CDK License Agreement and any Third-Party Terms with regards to the Third Party Components, the Third Party Terms shall govern.