Amit Pundir | ce6bf96 | 2021-11-23 22:33:59 +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 |
| 8 | (COLLECTIVELY, "MATERIALS"). BY USING OR COMPLETING THE INSTALLATION OF THE |
| 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 |
| 24 | reasonable number of copies of any documentation. |
| 25 | |
| 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 |
| 33 | use Qualcomm Technologies' or its affiliates or subsidiaries name, logo or |
| 34 | trademarks; and (v) copyright, trademark, patent and any other notices that |
| 35 | appear on the Materials may not be removed or obscured. |
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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 |
| 40 | assemble, reverse translate, decompile or reduce to source code form any |
| 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 |
| 43 | use the Materials for any other purpose. QTI (or its licensors) shall retain |
| 44 | title and all ownership rights in and to the Materials and any alterations, |
| 45 | modifications (including all derivative works), translations or adaptations |
| 46 | made of the Materials, and all copies thereof, and nothing herein shall be |
| 47 | deemed to grant any right to You under any of QTI's or its affiliates' |
| 48 | patents. You shall not subject the Materials to any third party license |
| 49 | terms (e.g., open source license terms). You shall not use the Materials for |
| 50 | the purpose of identifying or providing evidence to support any potential |
| 51 | patent infringement claim against QTI, its affiliates, or any of QTI's or |
| 52 | QTI's affiliates' suppliers and/or direct or indirect customers. QTI hereby |
| 53 | reserves all rights not expressly granted herein. |
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| 55 | 1.4 Third Party Software and Materials. The Software may contain or link to |
| 56 | certain software and/or materials that are written or owned by third parties. |
| 57 | Such third party code and materials may be licensed under separate or |
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| 60 | you in the applicable third party licenses. Such terms and conditions may |
| 61 | impose certain obligations on you as a condition to the permitted use of such |
| 62 | third party code and materials. QTI does not represent or warrant that such |
| 63 | third party licensors have or will continue to license or make available their |
| 64 | code and materials to you. |
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| 66 | 1.5 Feedback. QTI may from time to time receive suggestions, feedback or |
| 67 | other information from You regarding the Materials. Any suggestions, feedback |
| 68 | or other disclosures received from You are and shall be entirely voluntary on |
| 69 | the part of You. Notwithstanding any other term in this Agreement, QTI shall |
| 70 | be free to use suggestions, feedback or other information received from You, |
| 71 | without obligation of any kind to You. The Parties agree that all inventions, |
| 72 | product improvements, and modifications conceived of or made by QTI that are |
| 73 | based, either in whole or in part, on ideas, feedback, suggestions, or |
| 74 | recommended improvements received from You are the exclusive property of QTI, |
| 75 | and all right, title and interest in and to any such inventions, product |
| 76 | improvements, and modifications will vest solely in QTI. |
| 77 | |
| 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, |
| 80 | chooses to provide any form of support or information relating to the |
| 81 | Materials, such support and information shall be deemed confidential and |
| 82 | proprietary to QTI. |
| 83 | |
| 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 |
| 86 | ANY, ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR |
| 87 | IMPLIED. QTI ITS LICENSORS AND AFFILIATES MAKE NO WARRANTIES, EXPRESS OR |
| 88 | IMPLIED, WITH RESPECT TO THE MATERIALS OR ANY OTHER INFORMATION OR DOCUMENTATION |
| 89 | PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF |
| 90 | MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR |
| 91 | ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF |
| 92 | DEALING OR COURSE OF PERFORMANCE. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE |
| 93 | CONSTRUED AS (I) A WARRANTY OR REPRESENTATION BY QTI, ITS LICENSORS OR |
| 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 |
| 100 | THIRD PARTIES. |
| 101 | |
| 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 |
| 105 | or its affiliates of the Materials), shall provide to You any license or any |
| 106 | other rights whatsoever under any patents, trademarks, trade secrets, copyrights |
| 107 | or any other intellectual property of QTI or any of its affiliates, except for |
| 108 | the copyright rights expressly licensed under this Agreement. You understand and |
| 109 | agree that: |
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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 |
| 114 | |
| 115 | (ii) A separate license agreement from QUALCOMM Incorporated is needed to use |
| 116 | or practice any patent of QUALCOMM Incorporated. You agree not to contend in |
| 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 |
| 119 | party has obtained any right to, any license, whether express or implied, with |
| 120 | respect to any patent of QTI or any of its affiliates for any purpose. |
| 121 | |
| 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 |
| 124 | terminated. You may terminate the Agreement at any time by deleting and |
| 125 | destroying all copies of the Materials and all related information in Your |
| 126 | possession or control. This Agreement terminates immediately and automatically, |
| 127 | with or without notice, if You fail to comply with any provision hereof. |
| 128 | Additionally, QTI may at any time terminate this Agreement, without cause, upon |
| 129 | notice to You. Upon termination You must, to the extent possible, delete or |
| 130 | destroy all copies of the Materials in Your possession and the license granted |
| 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. |
| 137 | |
| 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 |
| 141 | DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE, OR THE DELIVERY OR FAILURE |
| 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 |
| 148 | ACTION ARISING HEREUNDER (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT |
| 149 | EXCEED US$50. |
| 150 | |
| 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. |
| 160 | |
| 161 | 7. ASSIGNMENT. You shall not assign this Agreement or any right or interest |
| 162 | under this Agreement, nor delegate any obligation to be performed under this |
| 163 | Agreement, without QTI's prior written consent. For purposes of this Section 7, |
| 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. |
| 168 | QTI may freely assign this Agreement or delegate any or all of its rights and |
| 169 | obligations hereunder to any third party. |
| 170 | |
| 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 |
| 174 | Agreement. This Agreement is governed by the laws of the State of California, |
| 175 | excluding California's choice of law rules. |
| 176 | |
| 177 | 9. CONTRACTING PARTIES. If the Materials are downloaded on any computer owned |
| 178 | by a corporation or other legal entity, then this Agreement is formed by and |
| 179 | between QTI and such entity. The individual accepting the terms of this |
| 180 | Agreement represents and warrants to QTI that they have the authority to bind |
| 181 | such entity to the terms and conditions of this Agreement. |
| 182 | |
| 183 | 10. MISCELLANEOUS PROVISIONS. This Agreement, together with all exhibits |
| 184 | attached hereto, which are incorporated herein by this reference, constitutes |
| 185 | the entire agreement between QTI and You and supersedes all prior negotiations, |
| 186 | representations and agreements between the parties with respect to the subject |
| 187 | matter hereof. No addition or modification of this Agreement shall be effective |
| 188 | unless made in writing and signed by the respective representatives of QTI and |
| 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, |
| 193 | conditions and exclusions imposed in this Agreement on the rights granted in |
| 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 |
| 196 | and exclusions, QTI would not have entered into this Agreement with You. Each |
| 197 | party shall be responsible for and shall bear its own expenses in connection |
| 198 | with this Agreement. If any of the provisions of this Agreement are determined |
| 199 | to be invalid, illegal, or otherwise unenforceable, the remaining provisions |
| 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. |