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End User License Agreement for Software related to Hisilicon HiKey960 Board
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THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN
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YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND HISILICON
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TECHNOLOGIES CO., LTD. ("HISILICON") FOR THE USE OF THE SOFTWARE ACCOMPANYING
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THIS AGREEMENT. HISILICON IS ONLY WILLING TO LICENSE THE SOFTWARE TO YOU ON
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CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. BY CLICKING “I
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AGREE” OR BY INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE YOU
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INDICATE THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF
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YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, HISILICON IS UNWILLING
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TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT INSTALL, USE OR COPY THE
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SOFTWARE, AND YOU SHALL PROMPTLY DESTROY, DELETE, OR RETURN THE SOFTWARE TO
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YOUR SUPPLIER.
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“SOFTWARE” means the software in object code provided under the terms of this Agreement related
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to Hisilicon HiKey960 Board.
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1. GRANT OF LICENSE
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In consideration of your agreement to abide by the following terms, and subject to the terms and conditions of
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this Agreement, HISILICON hereby grants YOU, a non-transferable, non-exclusive, royalty-free, revocable,
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worldwide copyright license (without the right to sublicense) to use and copy the SOFTWARE solely for the
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purpose of designing or developing applications for use in conjunction with Hisilicon HiKey960 Board.
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All rights to the SOFTWARE and all intellectual property rights contained therein shall remain the sole and
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exclusive property of HISILICON. The SOFTWARE is licensed not sold. Except as expressly licensed in
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Clause 1, in no event shall the license granted in this Clause 1 be construed as granting YOU expressly or by
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implication, estoppels or otherwise, licenses to any intellectual property rights, including but not limited to
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patent rights, copyrights, trademark or trade secret in the SOFTWARE.
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No right is granted to YOU under this Agreement to manufacture, have manufactured, or sell, supply or
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distribute any products which have taken into use or which embody any of the SOFTWARE or any of the
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intellectual property rights embodied therein.
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2. RESTRICTIONS
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This Agreement does not prevent YOU from using the SOFTWARE for internal benchmarking purposes.
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However, YOU shall treat any and all benchmarking data relating to the SOFTWARE, and any other results of
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your use or testing of the SOFTWARE which are indicative of its performance, efficacy, reliability or quality,
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as confidential information and YOU shall not disclose such information to any third party without the express
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written permission of HISILICON.
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YOU shall reproduce and not remove or obscure any notice incorporated by HISILICON in the SOFTWARE to
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protect HISILICON’s intellectual property rights embodied therein.
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YOU shall not decompile, disassemble, or reverse engineer the SOFTWARE.
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3. FEEDBACK
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YOU may choose to provide suggestions, comments, feedback, ideas, modifications or know-how (whether in
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oral or written form) relating to the use of the SOFTWARE ("Feedback") to HISILICON under the terms of this
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Agreement. YOU hereby grants to HISILICON and its affiliates, under all of your and your affiliates’ (as applicable)
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intellectual property rights, a perpetual, irrevocable, royalty free, non-exclusive, worldwide license
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to (i) use, copy and modify the Feedback; (ii) sell, supply, or otherwise distribute the Feedback; (iii) design,
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have designed, manufacture, have manufactured, use, import, sell, and otherwise distribute and dispose of
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products that incorporate the Feedback; and (iv) sublicense (together with the rights to further sublicense) the
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rights granted in this paragraph to any third party.
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4. NO WARRANTY
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YOU AGREE THAT THE SOFTWARE IS PROVIDED BY HISILICON ON AN "AS IS" BASIS.
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HISILICON MAKES NO WARRANTY, EXPRESSED OR IMPLIED OR STATUTORY, WITH RESPECT
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TO ANY OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
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OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR
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NON-INFRINGEMENT.
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YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION OF THE
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SOFTWARE, INCLUDING WITHOUT LIMITATION, SOFTWARE APPLICATIONS DESIGNED OR
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INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONRY,
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AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. SHOULD THE SOFTWARE
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PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING,
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REPAIR OR CORRECTION.
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5. NO LIABILITY
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PLEASE READ THE INSTRUCTIONS COMPLETELY, AND PLEASE NOTE THAT YOU SHOULD USE
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THE SOFTWARE AT YOUR OWN RISK.
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IN NO EVENT SHALL HISILICON BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL,
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INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION,
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PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR
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BUSINESS INTERRUPTION) ARISING IN ANY WAY OUT OF THE USE OF OR INABILITY TO USE
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THE SOFTWARE, HOWEVER CAUSED AND WHETHER UNDER THEORY OF CONTRACT, TORT
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(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF HISILICON
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HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EVEN IF THE SOFTWARE HAS
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ANY MATERIAL, VERIFIABLE, AND REPRODUCIBLE PROGRAM ERRORS, HISILICON SHALL
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HAVE NO LIABILITY TO MODIFY SUCH ERRORS.
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NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE
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MAXIMUM LIABILITY OF HISILICON TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST
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HISILICON IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE
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SUBJECT MATTER OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF SUMS
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RECEIVED BY HISILICON FROM YOU FOR THIS AGREEMENT. THE EXISTENCE OF MORE
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THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT.
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6. CONFIDENTIALITY
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YOU acknowledge and agree that the SOFTWARE and any benchmarking data and related information
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provided under this Agreement contain trade secrets and confidential material of HISILICON and YOU agree
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to maintain all such information in confidence and apply security measures no less stringent than the measures
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which YOU apply to protect your own like information, but not less than a reasonable degree of care, to prevent
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their unauthorized disclosure and use. The period of confidentiality shall be indefinite. YOU agree not to use
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any such information other than in normal use of the SOFTWARE under the license granted in this Agreement.
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7. TERM AND TERMINATION
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This Agreement shall remain in force until terminated. HISILICON may terminate this Agreement at any time
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with or without any cause. Upon termination of this Agreement, YOU shall immediately stop using the
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SOFTWARE and confidential information and destroy all copies of the SOFTWARE and confidential
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information in your possession, together with all documentation and related materials. The provisions
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of clauses 3, 4, 5, 6, 7 and 8 shall survive termination of this Agreement.
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8. GENERAL
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Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to
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the extent of such prohibition or unenforceability without affecting, impairing or invalidating the remaining
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provisions hereof.
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The failure by HISILICON to enforce any of the provisions of this Agreement, unless waived in writing,
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shall not constitute a waiver of HISILICON's rights to enforce such provision or any other provision of
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this Agreement in the future.
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At HISILICON’s request, YOU agree to check your computers for installations of the SOFTWARE and any
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other information requested by HISILICON relating to SOFTWARE installation and to provide this
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information to HISILICON. YOU agree that employees or auditors nominated by HISILICON may also
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perform such checking and reporting on behalf of HISILICON by prior appointment during your normal
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business hours on seven (7) days’ notice. HISILICON shall bear the auditors’ costs for that audit unless it
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reveals unlicensed usage in which case YOU shall promptly reimburse HISILICON for all reasonable costs and
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expenses, including professional fees, relating to such audit.
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The SOFTWARE provided under this Agreement is subject to U.S. export control laws, including the
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U.S. Export Administration Act and its associated regulations, and may be subject to export or import
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regulations in other countries. YOU agree to comply fully with all laws and regulations of the United
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States and other countries ("Export Laws") to assure that the SOFTWARE, is not (1) exported, directly
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or indirectly, in violation of Export Laws, either to any countries that are subject to U.S.A. export
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restrictions or to any end user who has been prohibited from participating in the U.S.A. export
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transactions by any federal agency of the U.S.A. government; or (2) intended to be used for any
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purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological
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weapons proliferation.
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This Agreement shall be governed by and construed in accordance with the laws of People’s Republic of China,
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without reference to the principles of conflicts of laws. Any dispute arising out of or relating to this Agreement
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shall be submitted to Shenzhen Longgang District People’s court and parties waive all objections to that
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jurisdiction and venue.
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