| THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY |
| BINDING AGREEMENT BETWEEN INTEL CORPORATION ("LICENSOR") AND YOU OR THE LEGAL |
| ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY TYPING "I ACCEPT" |
| WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND |
| IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO |
| THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION PROCESS AND YOU SHALL NOT |
| USE THE SOFTWARE ACCOMPANYING THIS AGREEMENT, TOGETHER WITH UPDATES AND |
| RELATED DOCUMENTATION (IF ANY) OR RETAIN ANY COPIES OF THE SOFTWARE OR |
| DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS SUBJECT TO THE |
| TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE SOFTWARE IS INSTALLED |
| ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL ENTITY, THEN YOU REPRESENT |
| AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND |
| CONDITIONS OF THIS AGREEMENT. |
| |
| 1. Special Definitions |
| |
| a. The term "Android" means the open source mobile platform, software |
| stack, operating system, middleware, application programming |
| interfaces and mobile applications under the trade-name "Android" |
| distributed at Android.com. |
| |
| b. The term "Android Applications" means a software application or |
| open-source contribution developed by You, designed to operate with |
| Android that does not contain or incorporate any of the Software. |
| |
| c. The term "Authorized Android Enabled Device" means only the device |
| identified on the site from which You downloaded the Software. |
| |
| d. The term "Software" means the Licensor’s and its suppliers’ |
| proprietary software and libraries in object code form, together with |
| documentation (if any), designed for use on the Authorized Android |
| Enabled Device. |
| |
| e. The term "Authorized Android Enabled Device Software" means a |
| packaged build for Authorized Android Enabled Devices, consisting of |
| a file suitable for installation on an Authorized Android Enabled |
| Device using a mechanism such as fastboot mode or recovery mode. |
| |
| f. “Licensed Patent Claims” means the claims of Intel's patents that are |
| necessarily and directly infringed by the use of the Software in its |
| unmodified form as delivered by Licensor to You and not modified, or |
| combined with anything else. |
| |
| 2. License Grant |
| |
| a. Subject to the terms of this Agreement, Licensor hereby grants to |
| You, free of charge, a non-exclusive, non-sublicensable, |
| non-transferable, limited license, during the term of this Agreement: |
| |
| (1) under Licensor’s copyrights (i) to internally reproduce and |
| install the Software only for use with the Authorized Android Enabled |
| Device Software on an Authorized Android Enabled Device for |
| non-commercial use and (ii) to redistribute the Software solely in |
| machine-readable (i.e., object code) form and only in combination with |
| the Authorized Android Enabled Device Software on an Authorized |
| Android Enabled Device for non-commercial use (the “Limited Purpose”). |
| You may grant your end users the right to use the Software for the |
| Limited Purpose under terms which are at least as restrictive as this |
| Binary License, provided however, You may not grant Your end users the |
| right to redistribute the Software. |
| |
| (2) under Licensor’s Licensed Patent Claims to use the Software for |
| the Limited Purpose permitted under the copyright license set forth |
| in Section 2(a)(1) above. |
| |
| (3) The license to the Software granted to You hereunder is solely |
| for the Limited Purpose set forth in this section, and the Software |
| shall not be used for any other purpose. |
| |
| 3. Restrictions |
| |
| a. Retention of Rights. The entire right, title and interest in the |
| Software shall remain with Licensor (or its respective licensors) |
| and, except as expressly specified in writing hereunder, no rights |
| are granted to any of the Software. Except for the right to use the |
| Software for the Limited Purpose, the delivery of the Software to You |
| does not convey to You any intellectual property rights in the |
| Software, including, but not limited to any rights under any patent, |
| trademark, copyright, or trade secret. Neither the delivery of the |
| Software to You nor any terms set forth herein shall be construed to |
| grant to You, either expressly, by implication or by way of estoppel, |
| any license under any patents or other intellectual property rights |
| covering or relating to any other product or invention or any |
| combination of the Software with any other product. Any rights not |
| expressly granted to You herein are reserved by Licensor. |
| |
| b. No Commercialization or Distribution of the Software. Except as |
| expressly provided in Section 2 of this Agreement, You shall have no |
| right to (i) copy, disclose, distribute, publically perform, |
| publically display, transfer, alter, modify, translate, disassemble, |
| decompile, reverse engineer, or adapt the Software, or any portion |
| thereof, or create any derivative works based thereon; (ii) rent, |
| lease, assign, sublicense, resell, disclose or otherwise transfer the |
| Software in whole or in part to any third party (iii) use the |
| Software except for the Limited Purpose, (iv) remove or alter any of |
| the copyright or proprietary notices contained in any of the Software. |
| For the purposes of clarity, nothing in this Agreement prohibits You |
| from making and distributing Android Applications under commercial or |
| non-commercial terms, provided that You shall not contain, |
| incorporate, and/or compile the Software or any of its derivative |
| works, in whole or in part, into Your Android Applications and/or any |
| software/devices created by You or by third parties acting on Your |
| behalf. You and any such third party shall comply with all of the |
| terms and conditions of this Agreement. |
| |
| c. No Reverse Engineering. Except for any third party code distributed |
| with the Software that is licensed under contrary terms, You will not |
| reverse engineer, disassemble, decompile, or translate the Software, |
| or otherwise attempt to derive the source code version of the |
| Software, except if and to the extent expressly permitted under any |
| applicable law. |
| |
| d. Third Party Software. You agree that the Software may contain third |
| party software. You agree that you may not distribute such third |
| party software for any purpose without appropriate licenses from the |
| applicable third party or parties. |
| |
| e. No Transfer or Assignment. You shall not assign any of its rights or |
| obligations under this Agreement. Any attempted assignment in |
| contravention of this Section shall be void. |
| |
| 4. Indemnity |
| |
| a. You agree to indemnify and hold harmless Licensor, its licensors and |
| their officers, directors, customers, employees and successors and |
| assigns (each an "Indemnified Party") against any and all claims, |
| demands, causes of action, losses, liabilities, damages, costs and |
| expenses, incurred by the Indemnified Party (including but not |
| limited to costs of defense, investigation and reasonable attorney's |
| fees) arising out of, resulting from or related to (i) any software, |
| products, documentation, content, materials or derivative works |
| created or developed by You using the Software which causes an |
| infringement of any patent, copyright, trademark, trade secret, or |
| other property, publicity or privacy rights of any third parties |
| arising in any jurisdiction anywhere in the world, (ii) the download, |
| distribution, installation, storage, execution, use or transfer of |
| such software, products, documentation, content, materials or |
| derivative works by any person or entity, and/or (iii) any breach of |
| this Agreement by You. If requested by an Indemnified Party, You |
| agree to defend such Indemnified Party 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. |
| |
| 5. Limitation of Liability |
| |
| a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO |
| CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL |
| LICENSOR, ITS LICENSORS, ITS AFFILIATES AND/OR THEIR DIRECTORS, |
| OFFICERS, EMPLOYEES OR AGENTS (“LICENSOR PARTIES”) BE LIABLE FOR ANY |
| INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES |
| (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, |
| BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) |
| ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD, |
| INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF |
| ANY LICENSOR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH |
| DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION |
| OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE |
| LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. IN NO EVENT |
| SHALL ANY LICENSOR PARTY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY |
| AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS (WHETHER IN |
| CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNIFICATION OR OTHERWISE) |
| EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS SET FORTH |
| IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT |
| PERMITTED BY APPLICABLE LAW. THE PARTIES HAVE FULLY CONSIDERED THE |
| FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE |
| FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF |
| THE BARGAIN BETWEEN THE PARTIES. |
| |
| 6. No Warranty |
| |
| a. NEITHER LICENSOR NOR ANY OF ITS LICENSORS OF THE SOFTWARE MAKES ANY |
| WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND |
| 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 A WARRANTY OR REPRESENTATION BY LICENSOR (OR ANY OF ITS |
| LICENSORS OF THE SOFTWARE) (I) AS TO THE VALIDITY OR SCOPE OF ANY |
| PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT AND (II) 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. NEITHER |
| LICENSOR NOR ANY OF ITS LICENSORS OF THE SOFTWARE SHALL HAVE ANY |
| OBLIGATION TO PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER |
| THIS AGREEMENT. |
| |
| 7. Term and Termination |
| |
| a. This Agreement shall be effective on the date You accept this |
| Agreement and shall remain in effect until terminated as provided |
| herein. You may terminate the Agreement at any time by deleting and |
| destroying all copies of the Software 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, Licensor may at any time |
| terminate this Agreement, without cause, upon notice to You. Upon |
| termination You must delete or destroy all copies of the Software |
| in Your possession, and the license granted to You in this Agreement |
| shall terminate. Sections 3, 4, 5, 6 and 8 shall survive the |
| termination of this Agreement. |
| |
| 8. Miscellaneous |
| |
| a. Governing Law. This Agreement is governed and interpreted in |
| accordance with the laws of the State of New York without giving |
| effect to its conflict of laws provisions. The United Nations |
| Convention on Contracts for the International Sale of Goods is |
| expressly disclaimed and shall not apply. Any claim arising out of |
| or related to this Agreement must be brought exclusively in a |
| federal or state court located in the State of New York and You |
| consent to the jurisdiction and venue of such courts. |
| |
| b. Waiver and Severability. The failure of either party to require |
| performance by the other party of any provision of this Agreement |
| shall not affect the full right to require such performance at any |
| time thereafter; nor shall the waiver by either party of a breach of |
| any provision of this Agreement be taken or held to be a waiver of |
| the provision itself. Severability. If any provision of this |
| Agreement is unenforceable or invalid under any applicable law or is |
| so held by applicable court decision, such unenforceability or |
| invalidity shall not render this Agreement unenforceable or invalid |
| as a whole, and such provision shall be changed and interpreted so |
| as to best accomplish the objectives of such unenforceable or |
| invalid provision within the limits of applicable law or |
| applicable court decisions. |
| |
| c. Amendment and Modification. This Agreement and any of its terms and |
| provisions may only be amended, modified, supplemented or waived in |
| a writing signed by both parties hereto. |
| |
| d. Compliance with Laws. You shall comply with all applicable laws, |
| rules, and regulations in connection with its activities under this |
| Agreement. |
| |
| e. Entire Agreement. This Agreement completely and exclusively states |
| the agreement between You and Licensor regarding this subject |
| matter. |
