Amit Pundir | 3a69c9b | 2019-04-18 17:15:30 +0530 | [diff] [blame] | 1 | PLEASE READ THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. THIS AGREEMENT IS |
| 2 | A BINDING LEGAL AGREEMENT ENTERED INTO BY AND BETWEEN YOU (OR IF YOU ARE |
| 3 | ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN THE ENTITY THAT YOU |
| 4 | REPRESENT) AND QUALCOMM TECHNOLOGIES, INC. ("QTI" "WE" "OUR" OR "US"). THIS IS |
| 5 | THE AGREEMENT THAT APPLIES TO YOUR USE OF THE DESIGNATED AND/OR LINKED |
| 6 | APPLICATIONS, THE ENCLOSED QUALCOMM TECHNOLOGIES' MATERIALS, INCLUDING RELATED |
| 7 | DOCUMENTATION AND ANY UPDATES OR IMPROVEMENTS THEREOF |
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| 9 | MATERIALS, YOU ARE ACCEPTING THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ITS |
| 10 | TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, QTI IS UNWILLING TO |
| 11 | AND DOES NOT LICENSE THE MATERIALS TO YOU. IF YOU DO NOT AGREE TO THESE TERMS |
| 12 | YOU MUST DISCONTINUE THE INSTALLATION PROCESS AND YOU MAY NOT USE THE MATERIALS |
| 13 | OR RETAIN ANY COPIES OF THE MATERIALS. ANY USE OR POSSESSION OF THE MATERIALS |
| 14 | BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. |
| 15 | |
| 16 | 1. RIGHT TO USE DELIVERABLES; RESTRICTIONS. |
| 17 | |
| 18 | 1.1 License. Subject to the terms and conditions of this Agreement, |
| 19 | including, without limitation, the restrictions, conditions, limitations and |
| 20 | exclusions set forth in this Agreement, QTI hereby grants to you a |
| 21 | nonexclusive, limited license under QTI's copyrights to: (i) install and use |
| 22 | the Materials; and (ii) to reproduce and redistribute the binary code portions |
| 23 | of the Materials (the "Redistributable Binary Code"). You may make and use a |
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| 26 | 1.2 Redistribution Restrictions. Distribution of the Redistributable Binary |
| 27 | Code is subject to the following restrictions: (i) Redistributable Binary Code |
| 28 | may only be distributed in binary format and may not be distributed in source |
| 29 | code format:; (ii) the Redistributable Binary Code may only operate in |
| 30 | conjunction with platforms incorporating Qualcomm Technologies, Inc. chipsets; |
| 31 | (iii) redistribution of the Redistributable Binary Code must include the .txt |
| 32 | file setting forth the terms and condition of this Agreement; (iv) you may not |
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| 34 | trademarks; and (v) copyright, trademark, patent and any other notices that |
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| 37 | 1.3 Additional Restrictions. Except as expressly permitted by this Agreement, |
| 38 | you shall have no right to sublicense, transfer or otherwise disclose the |
| 39 | Materials to any third party. You shall not reverse engineer, reverse |
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| 41 | portion of the Materials provided in object code form or executable form. |
| 42 | Except for the purposes expressly permitted in this Agreement, You shall not |
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| 48 | patents. You shall not subject the Materials to any third party license |
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| 55 | 1.4 Third Party Software and Materials. The Software may contain or link to |
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| 66 | 1.5 Feedback. QTI may from time to time receive suggestions, feedback or |
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| 72 | product improvements, and modifications conceived of or made by QTI that are |
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| 76 | improvements, and modifications will vest solely in QTI. |
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| 78 | 1.6 No Technical Support. QTI is under no obligation to provide any form of |
| 79 | technical support for the Materials, and if QTI, in its sole discretion, |
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| 84 | 2. WARRANTY DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF |
| 85 | THE MATERIALS IS AT YOUR SOLE RISK. THE MATERIALS AND TECHNICAL SUPPORT, IF |
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| 94 | AFFILIATES AS TO THE VALIDITY OR SCOPE OF ANY PATENT, COPYRIGHT OR OTHER |
| 95 | INTELLECTUAL PROPERTY RIGHT OR (II) A WARRANTY OR REPRESENTATION BY QTI THAT ANY |
| 96 | MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS OR |
| 97 | OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS, AND IT SHALL BE THE SOLE |
| 98 | RESPONSIBILITY OF YOU TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO |
| 99 | THE ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF |
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| 102 | 3. NO OTHER LICENSES OR INTELLECTUAL PROPERTY RIGHTS. Neither this Agreement, |
| 103 | nor any act by QTI or any of its affiliates pursuant to this Agreement or |
| 104 | relating to the Materials (including, without limitation, the provision by QTI |
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| 111 | (i) Neither this Agreement, nor delivery of the Materials, grants any right to |
| 112 | practice, or any other right at all with respect to, any patent of QTI or any |
| 113 | of its affiliates; and |
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| 115 | (ii) A separate license agreement from QUALCOMM Incorporated is needed to use |
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| 117 | any context that, as a result of the provision or use of the Materials, either |
| 118 | QTI or any of its affiliates has any obligation to extend, or You or any other |
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| 122 | 4. TERMINATION. This Agreement shall be effective upon acceptance, or access or |
| 123 | use of the Materials (whichever occurs first) by You and shall continue until |
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| 125 | destroying all copies of the Materials and all related information in Your |
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| 128 | Additionally, QTI may at any time terminate this Agreement, without cause, upon |
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| 131 | to You in this Agreement shall terminate. Sections 1.2 through 10 shall survive |
| 132 | the termination of this Agreement. In the event that any restrictions, |
| 133 | conditions, limitations are found to be either invalid or unenforceable, the |
| 134 | rights granted to You in Section 1 (License) shall be null, void and ineffective |
| 135 | from the Effective Date, and QTI shall also have the right to terminate this |
| 136 | Agreement immediately, and with retroactive effect to the effective date. |
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| 138 | 5. LIMITATION OF LIABILITY. IN NO EVENT SHALL QTI, QTI's AFFILIATES OR ITS |
| 139 | LICENSORS BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, |
| 140 | INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL |
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| 142 | TO DELIVER, ANY OF THE DELIVERABLES, OR ANY BREACH OF ANY OBLIGATION UNDER THIS |
| 143 | AGREEMENT, EVEN IF QTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| 144 | THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT |
| 145 | REGARDLESS OF WHETHER YOUR REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF |
| 146 | THEIR ESSENTIAL PURPOSE. THE ENTIRE LIABILITY OF QTI, QTI's AFFILIATES AND ITS |
| 147 | LICENSORS, AND THE SOLE AND EXCLUSIVE REMEDY OF YOU, FOR ANY CLAIM OR CAUSE OF |
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| 149 | EXCEED US$50. |
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| 151 | 6. INDEMNIFICATION. You agree to indemnify and hold harmless QTI and its |
| 152 | officers, directors, employees and successors and assigns against any and all |
| 153 | third party claims, demands, causes of action, losses, liabilities, damages, |
| 154 | costs and expenses, incurred by QTI (including but not limited to costs of |
| 155 | defense, investigation and reasonable attorney's fees) arising out of, resulting |
| 156 | from or related to: (i) any breach of this Agreement by You; and (ii) your acts, |
| 157 | omissions, products and services. If requested by QTI, You agree to defend QTI |
| 158 | in connection with any third party claims, demands, or causes of action |
| 159 | resulting from, arising out of or in connection with any of the foregoing. |
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| 161 | 7. ASSIGNMENT. You shall not assign this Agreement or any right or interest |
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| 164 | an "assignment" by You under this Section shall be deemed to include, without |
| 165 | limitation, any merger, consolidation, sale of all or substantially all of its |
| 166 | assets, or any substantial change in the management or control of You. |
| 167 | Any attempted assignment in contravention of this Section 9 shall be void. |
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| 171 | 8. COMPLIANCE WITH LAWS; APPLICABLE LAW. You agree to comply with all |
| 172 | applicable local, international and national laws and regulations and with U.S. |
| 173 | Export Administration Regulations, as they apply to the subject matter of this |
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| 175 | excluding California's choice of law rules. |
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| 177 | 9. CONTRACTING PARTIES. If the Materials are downloaded on any computer owned |
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| 183 | 10. MISCELLANEOUS PROVISIONS. This Agreement, together with all exhibits |
| 184 | attached hereto, which are incorporated herein by this reference, constitutes |
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| 186 | representations and agreements between the parties with respect to the subject |
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| 189 | You. The restrictions, limitations, exclusions and conditions set forth in this |
| 190 | Agreement shall apply even if QTI or any of its affiliates becomes aware of or |
| 191 | fails to act in a manner to address any violation or failure to comply |
| 192 | therewith. You hereby acknowledge and agree that the restrictions, limitations, |
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| 194 | this Agreement are not a derogation of the benefits of such rights. You further |
| 195 | acknowledges that, in the absence of such restrictions, limitations, conditions |
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| 200 | shall remain in full force and effect. This Agreement is entered into solely |
| 201 | in the English language, and if for any reason any other language version is |
| 202 | prepared by any party, it shall be solely for convenience and the English |
| 203 | version shall govern and control all aspects. If You are located in the |
| 204 | province of Quebec, Canada, the following applies: The Parties hereby confirm |
| 205 | they have requested this Agreement and all related documents be prepared |
| 206 | in English.. |