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