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206 lines
14 KiB
206 lines
14 KiB
PLEASE READ THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. THIS AGREEMENT IS
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A BINDING LEGAL AGREEMENT ENTERED INTO BY AND BETWEEN YOU (OR IF YOU ARE
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ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN THE ENTITY THAT YOU
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REPRESENT) AND QUALCOMM TECHNOLOGIES, INC. ("QTI" "WE" "OUR" OR "US"). THIS IS
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THE AGREEMENT THAT APPLIES TO YOUR USE OF THE DESIGNATED AND/OR LINKED
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APPLICATIONS, THE ENCLOSED QUALCOMM TECHNOLOGIES' MATERIALS, INCLUDING RELATED
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DOCUMENTATION AND ANY UPDATES OR IMPROVEMENTS THEREOF
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(COLLECTIVELY, "MATERIALS"). BY USING OR COMPLETING THE INSTALLATION OF THE
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MATERIALS, YOU ARE ACCEPTING THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ITS
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TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, QTI IS UNWILLING TO
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AND DOES NOT LICENSE THE MATERIALS TO YOU. IF YOU DO NOT AGREE TO THESE TERMS
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YOU MUST DISCONTINUE THE INSTALLATION PROCESS AND YOU MAY NOT USE THE MATERIALS
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OR RETAIN ANY COPIES OF THE MATERIALS. ANY USE OR POSSESSION OF THE MATERIALS
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BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
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1. RIGHT TO USE DELIVERABLES; RESTRICTIONS.
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1.1 License. Subject to the terms and conditions of this Agreement,
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including, without limitation, the restrictions, conditions, limitations and
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exclusions set forth in this Agreement, QTI hereby grants to you a
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nonexclusive, limited license under QTI's copyrights to: (i) install and use
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the Materials; and (ii) to reproduce and redistribute the binary code portions
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of the Materials (the "Redistributable Binary Code"). You may make and use a
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reasonable number of copies of any documentation.
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1.2 Redistribution Restrictions. Distribution of the Redistributable Binary
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Code is subject to the following restrictions: (i) Redistributable Binary Code
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may only be distributed in binary format and may not be distributed in source
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code format:; (ii) the Redistributable Binary Code may only operate in
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conjunction with platforms incorporating Qualcomm Technologies, Inc. chipsets;
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(iii) redistribution of the Redistributable Binary Code must include the .txt
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file setting forth the terms and condition of this Agreement; (iv) you may not
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use Qualcomm Technologies' or its affiliates or subsidiaries name, logo or
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trademarks; and (v) copyright, trademark, patent and any other notices that
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appear on the Materials may not be removed or obscured.
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1.3 Additional Restrictions. Except as expressly permitted by this Agreement,
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you shall have no right to sublicense, transfer or otherwise disclose the
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Materials to any third party. You shall not reverse engineer, reverse
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assemble, reverse translate, decompile or reduce to source code form any
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portion of the Materials provided in object code form or executable form.
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Except for the purposes expressly permitted in this Agreement, You shall not
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use the Materials for any other purpose. QTI (or its licensors) shall retain
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title and all ownership rights in and to the Materials and any alterations,
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modifications (including all derivative works), translations or adaptations
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made of the Materials, and all copies thereof, and nothing herein shall be
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deemed to grant any right to You under any of QTI's or its affiliates'
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patents. You shall not subject the Materials to any third party license
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terms (e.g., open source license terms). You shall not use the Materials for
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the purpose of identifying or providing evidence to support any potential
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patent infringement claim against QTI, its affiliates, or any of QTI's or
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QTI's affiliates' suppliers and/or direct or indirect customers. QTI hereby
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reserves all rights not expressly granted herein.
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1.4 Third Party Software and Materials. The Software may contain or link to
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certain software and/or materials that are written or owned by third parties.
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Such third party code and materials may be licensed under separate or
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different terms and conditions and are not licensed to you under the terms of
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this Agreement. You agree to comply with all terms and conditions imposed on
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you in the applicable third party licenses. Such terms and conditions may
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impose certain obligations on you as a condition to the permitted use of such
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third party code and materials. QTI does not represent or warrant that such
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third party licensors have or will continue to license or make available their
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code and materials to you.
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1.5 Feedback. QTI may from time to time receive suggestions, feedback or
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other information from You regarding the Materials. Any suggestions, feedback
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or other disclosures received from You are and shall be entirely voluntary on
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the part of You. Notwithstanding any other term in this Agreement, QTI shall
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be free to use suggestions, feedback or other information received from You,
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without obligation of any kind to You. The Parties agree that all inventions,
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product improvements, and modifications conceived of or made by QTI that are
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based, either in whole or in part, on ideas, feedback, suggestions, or
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recommended improvements received from You are the exclusive property of QTI,
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and all right, title and interest in and to any such inventions, product
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improvements, and modifications will vest solely in QTI.
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1.6 No Technical Support. QTI is under no obligation to provide any form of
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technical support for the Materials, and if QTI, in its sole discretion,
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chooses to provide any form of support or information relating to the
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Materials, such support and information shall be deemed confidential and
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proprietary to QTI.
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2. WARRANTY DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF
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THE MATERIALS IS AT YOUR SOLE RISK. THE MATERIALS AND TECHNICAL SUPPORT, IF
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ANY, ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR
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IMPLIED. QTI ITS LICENSORS AND AFFILIATES MAKE NO WARRANTIES, EXPRESS OR
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IMPLIED, WITH RESPECT TO THE MATERIALS OR ANY OTHER INFORMATION OR DOCUMENTATION
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PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
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MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR
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ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF
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DEALING OR COURSE OF PERFORMANCE. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE
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CONSTRUED AS (I) A WARRANTY OR REPRESENTATION BY QTI, ITS LICENSORS OR
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AFFILIATES AS TO THE VALIDITY OR SCOPE OF ANY PATENT, COPYRIGHT OR OTHER
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INTELLECTUAL PROPERTY RIGHT OR (II) A WARRANTY OR REPRESENTATION BY QTI THAT ANY
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MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS OR
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OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS, AND IT SHALL BE THE SOLE
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RESPONSIBILITY OF YOU TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO
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THE ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF
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THIRD PARTIES.
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3. NO OTHER LICENSES OR INTELLECTUAL PROPERTY RIGHTS. Neither this Agreement,
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nor any act by QTI or any of its affiliates pursuant to this Agreement or
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relating to the Materials (including, without limitation, the provision by QTI
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or its affiliates of the Materials), shall provide to You any license or any
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other rights whatsoever under any patents, trademarks, trade secrets, copyrights
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or any other intellectual property of QTI or any of its affiliates, except for
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the copyright rights expressly licensed under this Agreement. You understand and
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agree that:
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(i) Neither this Agreement, nor delivery of the Materials, grants any right to
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practice, or any other right at all with respect to, any patent of QTI or any
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of its affiliates; and
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(ii) A separate license agreement from QUALCOMM Incorporated is needed to use
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or practice any patent of QUALCOMM Incorporated. You agree not to contend in
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any context that, as a result of the provision or use of the Materials, either
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QTI or any of its affiliates has any obligation to extend, or You or any other
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party has obtained any right to, any license, whether express or implied, with
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respect to any patent of QTI or any of its affiliates for any purpose.
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4. TERMINATION. This Agreement shall be effective upon acceptance, or access or
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use of the Materials (whichever occurs first) by You and shall continue until
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terminated. You may terminate the Agreement at any time by deleting and
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destroying all copies of the Materials and all related information in Your
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possession or control. This Agreement terminates immediately and automatically,
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with or without notice, if You fail to comply with any provision hereof.
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Additionally, QTI may at any time terminate this Agreement, without cause, upon
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notice to You. Upon termination You must, to the extent possible, delete or
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destroy all copies of the Materials in Your possession and the license granted
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to You in this Agreement shall terminate. Sections 1.2 through 10 shall survive
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the termination of this Agreement. In the event that any restrictions,
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conditions, limitations are found to be either invalid or unenforceable, the
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rights granted to You in Section 1 (License) shall be null, void and ineffective
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from the Effective Date, and QTI shall also have the right to terminate this
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Agreement immediately, and with retroactive effect to the effective date.
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5. LIMITATION OF LIABILITY. IN NO EVENT SHALL QTI, QTI's AFFILIATES OR ITS
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LICENSORS BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES,
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INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL
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DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE, OR THE DELIVERY OR FAILURE
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TO DELIVER, ANY OF THE DELIVERABLES, OR ANY BREACH OF ANY OBLIGATION UNDER THIS
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AGREEMENT, EVEN IF QTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT
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REGARDLESS OF WHETHER YOUR REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF
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THEIR ESSENTIAL PURPOSE. THE ENTIRE LIABILITY OF QTI, QTI's AFFILIATES AND ITS
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LICENSORS, AND THE SOLE AND EXCLUSIVE REMEDY OF YOU, FOR ANY CLAIM OR CAUSE OF
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ACTION ARISING HEREUNDER (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT
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EXCEED US$50.
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6. INDEMNIFICATION. You agree to indemnify and hold harmless QTI and its
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officers, directors, employees and successors and assigns against any and all
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third party claims, demands, causes of action, losses, liabilities, damages,
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costs and expenses, incurred by QTI (including but not limited to costs of
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defense, investigation and reasonable attorney's fees) arising out of, resulting
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from or related to: (i) any breach of this Agreement by You; and (ii) your acts,
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omissions, products and services. If requested by QTI, You agree to defend QTI
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in connection with any third party claims, demands, or causes of action
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resulting from, arising out of or in connection with any of the foregoing.
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7. ASSIGNMENT. You shall not assign this Agreement or any right or interest
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under this Agreement, nor delegate any obligation to be performed under this
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Agreement, without QTI's prior written consent. For purposes of this Section 7,
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an "assignment" by You under this Section shall be deemed to include, without
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limitation, any merger, consolidation, sale of all or substantially all of its
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assets, or any substantial change in the management or control of You.
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Any attempted assignment in contravention of this Section 9 shall be void.
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QTI may freely assign this Agreement or delegate any or all of its rights and
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obligations hereunder to any third party.
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8. COMPLIANCE WITH LAWS; APPLICABLE LAW. You agree to comply with all
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applicable local, international and national laws and regulations and with U.S.
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Export Administration Regulations, as they apply to the subject matter of this
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Agreement. This Agreement is governed by the laws of the State of California,
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excluding California's choice of law rules.
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9. CONTRACTING PARTIES. If the Materials are downloaded on any computer owned
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by a corporation or other legal entity, then this Agreement is formed by and
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between QTI and such entity. The individual accepting the terms of this
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Agreement represents and warrants to QTI that they have the authority to bind
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such entity to the terms and conditions of this Agreement.
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10. MISCELLANEOUS PROVISIONS. This Agreement, together with all exhibits
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attached hereto, which are incorporated herein by this reference, constitutes
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the entire agreement between QTI and You and supersedes all prior negotiations,
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representations and agreements between the parties with respect to the subject
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matter hereof. No addition or modification of this Agreement shall be effective
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unless made in writing and signed by the respective representatives of QTI and
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You. The restrictions, limitations, exclusions and conditions set forth in this
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Agreement shall apply even if QTI or any of its affiliates becomes aware of or
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fails to act in a manner to address any violation or failure to comply
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therewith. You hereby acknowledge and agree that the restrictions, limitations,
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conditions and exclusions imposed in this Agreement on the rights granted in
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this Agreement are not a derogation of the benefits of such rights. You further
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acknowledges that, in the absence of such restrictions, limitations, conditions
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and exclusions, QTI would not have entered into this Agreement with You. Each
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party shall be responsible for and shall bear its own expenses in connection
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with this Agreement. If any of the provisions of this Agreement are determined
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to be invalid, illegal, or otherwise unenforceable, the remaining provisions
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shall remain in full force and effect. This Agreement is entered into solely
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in the English language, and if for any reason any other language version is
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prepared by any party, it shall be solely for convenience and the English
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version shall govern and control all aspects. If You are located in the
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province of Quebec, Canada, the following applies: The Parties hereby confirm
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they have requested this Agreement and all related documents be prepared
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in English.. |