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265 lines
16 KiB
265 lines
16 KiB
THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY
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BINDING AGREEMENT BETWEEN Qualcomm Technologies, Inc. ("LICENSOR") AND
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YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY
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TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
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AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
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IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION
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PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE
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SOFTWARE OR DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS
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SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE
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SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL
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ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND
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SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
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1. Special Definitions
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a. The term "Android" means the open source mobile platform, software
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stack, operating system, middleware, application programming
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interfaces and mobile applications under the trade-name "Android"
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distributed at Android.com.
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b. The term "Android Applications" means a software application or
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open-source contribution developed by You, designed to operate with
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Android that does not contain or incorporate any of the Software.
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c. The term "Authorized Android Enabled Device" means only the device
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identified on the site from which You downloaded the Software.
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The term "Software" means the Licensor's proprietary software and
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libraries in object code form, designed for use on the Authorized
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Android Enabled Device.
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d. The term "Authorized Android Enabled Device Software" means a
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packaged build for Authorized Android Enabled Devices, consisting
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of files suitable for installation on an Authorized Android Enabled
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Device using a mechanism such as fastboot mode or recovery mode.
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2. License Grant
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a. Subject to the terms of this Agreement, Licensor hereby grants to
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You, free of charge, a non-exclusive, non-sublicensable,
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non-transferable, limited copyright license, during the term of
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this Agreement, to download, install and use the Software
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internally in machine-readable (i.e., object code) form and the
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Documentation for non-commercial use on an Authorized Android
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Enabled Device and non-commercial redistribution for academic
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purposes only of a reasonable number of copies of the Authorized
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Android Enabled Device Software (the "Limited Purpose"). You may
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grant your end users the right to use the Software for
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non-commercial purposes on an Authorized Android Enabled Device.
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The license to the Software granted to You hereunder is solely for
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the Limited Purpose set forth in this section, and the Software
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shall not be used for any other purpose.
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3. Restrictions
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a. Retention of Rights. The entire right, title and interest in the
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Software shall remain with Licensor and, unless specified in
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writing hereunder, no rights are granted to any of the Software.
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Except for the right to use the Software for the Limited Purpose,
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the delivery of the Software to You does not convey to You any
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intellectual property rights in the Software, including, but not
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limited to any rights under any patent, trademark, copyright, or
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trade secret. Neither the delivery of the Software to You nor any
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terms set forth herein shall be construed to grant to You, either
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expressly, by implication or by way of estoppel, any license under
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any patents or other intellectual property rights covering or
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relating to any other product or invention or any combination of
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the Software with any other product. Any rights not expressly
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granted to You herein are reserved by Licensor.
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b. No Commercialization or Distribution of the Software and
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Documentation. Except as expressly provided in Section 2 of this
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Agreement, You shall have no right to (i) copy, disclose,
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distribute, publically perform, publically display, transfer,
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alter, modify, translate, disassemble, decompile, reverse engineer,
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or adapt the Software and Documentation, or any portion thereof, or
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create any derivative works based thereon; (ii) rent, lease,
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assign, sublicense, resell, disclose or otherwise transfer the
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Software and Documentation in whole or in part to any third party
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(iii) use the Software and Documentation except for the Limited
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Purpose, (iv) remove or alter any of the copyright or proprietary
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notices contained in any of the Software and Documentation. For the
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purposes of clarity, nothing in this Agreement prohibits You from
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making and distributing Android Applications under commercial or
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non-commercial terms, provided that You shall not contain,
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incorporate, and/or compile the Software or any of its derivative
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works, in whole or in part, into Your Android Applications and/or
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any software/devices created by You or by third parties acting on
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Your behalf. You and any such third party shall comply with all of
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the terms and conditions of this Agreement.
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c. No Reverse Engineering. Except for any portions of the Software
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provided to You in source code format and except for any third
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party code distributed with the Software that is licensed under
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contrary terms, You will not reverse engineer, disassemble,
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decompile, or translate the Software, or otherwise attempt to
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derive the source code version of the Software, except if and to
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the extent expressly permitted under any applicable law.
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d. Third Party Software. You agree that Android may contain third
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party software. You agree that you may not distribute such third
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party software for any purpose without appropriate licenses from
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the applicable third party or parties.
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e. No Transfer or Assignment. You shall not assign any of its rights
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or obligations under this Agreement. Any attempted assignment in
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contravention of this Section shall be void.
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f. Licensor shall retain all title, ownership and Intellectual
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Property Rights in and to the Software and any derivative thereof.
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"Intellectual Property Rights" shall mean all patent, copyright,
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trade secret, trademark and other proprietary and intellectual
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property rights, including moral rights.
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g. Neither this Agreement, nor any act by Licensor or its Affiliates
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persuant to this Agreement or relating to the Software (including,
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without limitation, the provision by Licensor or its Affiliates of
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the Software) shall provide to You any license or any other rights
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whatsoever under any patents, trademarks, trade secrets, copyrights
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or any other intellectual property rights of Licensor or its
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Affiliates, except for the copyrights expressly set forth in this
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Agreement. You understand and agree that:
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h. Neither this Agreement, nor delivery of the Software alone or in
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combination with any Licensor ASIC grants you any right to
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practice, or any other right at all with respect to, any patent of
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Licensor or its Affiliates, and
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i. A separating license agreement from Qualcomm Incorporated is needed
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to use or practice any patent of Licensor or its Affiliates.
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j. You agree not to contend in any context that, as a result of the
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provision or use of this software, either Licensor or Affiliate has
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any obligation to extend, or Licensor or any other party has
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obtained any right to, any license, whether express or implied,
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with respect to any patent of Licensor or its Affiliates for any
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purpose. For the purposes of this agreement, "Affiliate" means
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(i) any corporation or any other legal entity that owns, directly
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or indirectly, more than fifty percent (50%) of the shares, equity
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interest or other securities of any entity entitled to vote for
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election of directors (or other managing authority), or (ii) any
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corporation or any other legal entity fifty percent (50%) or more
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of whose shares, equity interest, or other securities entitled to
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vote for election of directors (or other managing authority) is
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owned or controlled by an entity, either directly or indirectly.
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4. Indemnity
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a. You agree to indemnify and hold harmless Licensor, Google, and
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their officers, directors, customers, employees and successors and
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assigns (each an "Indemnified Party") against any and all claims,
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demands, causes of action, losses, liabilities, damages, costs and
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expenses, incurred by the Indemnified Party (including but not
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limited to costs of defense, investigation and reasonable
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attorney's fees) arising out of, resulting from or related to
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(i) any software, products, documentation, content, materials or
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derivative works created or developed by You using the Software
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which causes an infringement of any patent, copyright, trademark,
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trade secret, or other property, publicity or privacy rights of any
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third parties arising in any jurisdiction anywhere in the world,
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(ii) the download, distribution, installation, storage, execution,
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use or transfer of such software, products, documentation, content,
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materials or derivative works by any person or entity, and/or
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(iii) any breach of this Agreement by You. If requested by an
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Indemnified Party, You agree to defend such Indemnified Party in
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connection with any third party claims, demands, or causes of
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action resulting from, arising out of or in connection with any of
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the foregoing.
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5. Limitation of Liability
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a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO
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CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL
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LICENSOR, GOOGLE, THEIR AFFILIATES AND/OR ITS DIRECTORS, OFFICERS,
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EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
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SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT
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LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
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INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING
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OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD,
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INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF
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LICENSOR OR GOOGLE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
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DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
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EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO
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THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.
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IN NO EVENT SHALL LICENSOR'S OR GOOGLE'S TOTAL AGGREGATE LIABILITY
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TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF
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ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE,
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INDEMNIFICATION OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS
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(US$100). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE
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DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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THE PARTIES HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK
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AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS
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PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE
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PARTIES.
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6. No Warranty
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a. LICENSOR AND GOOGLE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH
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RESPECT TO THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS
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AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
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MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST
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INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF
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TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
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NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A
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WARRANTY OR REPRESENTATION BY LICENSOR (I) AS TO THE VALIDITY OR
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SCOPE OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT
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AND (II) THAT ANY MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT
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OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF
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OTHERS, AND IT SHALL BE THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH
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DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF
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LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF THIRD
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PARTIES. LICENSOR AND GOOGLE SHALL NOT HAVE ANY OBLIGATION TO
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PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER THIS AGREEMENT.
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7. Term and Termination
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a. This Agreement shall be effective on the date You accept this
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Agreement and shall remain in effect until terminated as provided
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herein. You may terminate the Agreement at any time by deleting and
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destroying all copies of the Software and all related information
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in Your possession or control. This Agreement terminates
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immediately and automatically, with or without notice, if You fail
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to comply with any provision hereof. Additionally, Licensor may at
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any time terminate this Agreement, without cause, upon notice to
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You. Upon termination You must delete or destroy all copies of the
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Software in Your possession, and the license granted to You in this
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Agreement shall terminate. Sections 3, 4, 5, 6 and 8 shall survive
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the termination of this Agreement.
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8. Miscellaneous
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a. Governing Law. This Agreement is governed and interpreted in
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accordance with the laws of the State of California without giving
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effect to its conflict of laws provisions. The United Nations
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Convention on Contracts for the International Sale of Goods is
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expressly disclaimed and shall not apply. Any claim arising out of
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or related to this Agreement must be brought exclusively in a
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federal or state court located in Santa Clara County, California
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and You consent to the jurisdiction and venue of such courts.
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b. Waiver and Severability. The failure of either party to require
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performance by the other party of any provision of this Agreement
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shall not affect the full right to require such performance at any
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time thereafter; nor shall the waiver by either party of a breach
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of any provision of this Agreement be taken or held to be a waiver
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of the provision itself. Severability. If any provision of this
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Agreement is unenforceable or invalid under any applicable law or
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is so held by applicable court decision, such unenforceability or
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invalidity shall not render this Agreement unenforceable or invalid
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as a whole, and such provision shall be changed and interpreted so
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as to best accomplish the objectives of such unenforceable or
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invalid provision within the limits of applicable law or
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applicable court decisions.
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c. Amendment and Modification. This Agreement and any of its terms and
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provisions may only be amended, modified, supplemented or waived in
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a writing signed by both parties hereto.
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d. Compliance with Laws. You shall comply with all applicable laws,
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rules, and regulations in connection with its activities under this
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Agreement.
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e. Entire Agreement. This Agreement completely and exclusively states
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the agreement between You and Licensor regarding this subject
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matter.
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