1 THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY 2 BINDING AGREEMENT BETWEEN INTEL CORPORATION ("LICENSOR") AND YOU OR THE LEGAL 3 ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY TYPING "I ACCEPT" 4 WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND 5 IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO 6 THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION PROCESS AND YOU SHALL NOT 7 USE THE SOFTWARE ACCOMPANYING THIS AGREEMENT, TOGETHER WITH UPDATES AND 8 RELATED DOCUMENTATION (IF ANY) OR RETAIN ANY COPIES OF THE SOFTWARE OR 9 DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS SUBJECT TO THE 10 TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE SOFTWARE IS INSTALLED 11 ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL ENTITY, THEN YOU REPRESENT 12 AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND 13 CONDITIONS OF THIS AGREEMENT. 14 15 1. Special Definitions 16 17 a. The term "Android" means the open source mobile platform, software 18 stack, operating system, middleware, application programming 19 interfaces and mobile applications under the trade-name "Android" 20 distributed at Android.com. 21 22 b. The term "Android Applications" means a software application or 23 open-source contribution developed by You, designed to operate with 24 Android that does not contain or incorporate any of the Software. 25 26 c. The term "Authorized Android Enabled Device" means only the device 27 identified on the site from which You downloaded the Software. 28 29 d. The term "Software" means the Licensors and its suppliers 30 proprietary software and libraries in object code form, together with 31 documentation (if any), designed for use on the Authorized Android 32 Enabled Device. 33 34 e. The term "Authorized Android Enabled Device Software" means a 35 packaged build for Authorized Android Enabled Devices, consisting of 36 a file suitable for installation on an Authorized Android Enabled 37 Device using a mechanism such as fastboot mode or recovery mode. 38 39 f. Licensed Patent Claims means the claims of Intel's patents that are 40 necessarily and directly infringed by the use of the Software in its 41 unmodified form as delivered by Licensor to You and not modified, or 42 combined with anything else. 43 44 2. License Grant 45 46 a. Subject to the terms of this Agreement, Licensor hereby grants to 47 You, free of charge, a non-exclusive, non-sublicensable, 48 non-transferable, limited license, during the term of this Agreement: 49 50 (1) under Licensors copyrights (i) to internally reproduce and 51 install the Software only for use with the Authorized Android Enabled 52 Device Software on an Authorized Android Enabled Device for 53 non-commercial use and (ii) to redistribute the Software solely in 54 machine-readable (i.e., object code) form and only in combination with 55 the Authorized Android Enabled Device Software on an Authorized 56 Android Enabled Device for non-commercial use (the Limited Purpose). 57 You may grant your end users the right to use the Software for the 58 Limited Purpose under terms which are at least as restrictive as this 59 Binary License, provided however, You may not grant Your end users the 60 right to redistribute the Software. 61 62 (2) under Licensors Licensed Patent Claims to use the Software for 63 the Limited Purpose permitted under the copyright license set forth 64 in Section 2(a)(1) above. 65 66 (3) The license to the Software granted to You hereunder is solely 67 for the Limited Purpose set forth in this section, and the Software 68 shall not be used for any other purpose. 69 70 3. Restrictions 71 72 a. Retention of Rights. The entire right, title and interest in the 73 Software shall remain with Licensor (or its respective licensors) 74 and, except as expressly specified in writing hereunder, no rights 75 are granted to any of the Software. Except for the right to use the 76 Software for the Limited Purpose, the delivery of the Software to You 77 does not convey to You any intellectual property rights in the 78 Software, including, but not limited to any rights under any patent, 79 trademark, copyright, or trade secret. Neither the delivery of the 80 Software to You nor any terms set forth herein shall be construed to 81 grant to You, either expressly, by implication or by way of estoppel, 82 any license under any patents or other intellectual property rights 83 covering or relating to any other product or invention or any 84 combination of the Software with any other product. Any rights not 85 expressly granted to You herein are reserved by Licensor. 86 87 b. No Commercialization or Distribution of the Software. Except as 88 expressly provided in Section 2 of this Agreement, You shall have no 89 right to (i) copy, disclose, distribute, publically perform, 90 publically display, transfer, alter, modify, translate, disassemble, 91 decompile, reverse engineer, or adapt the Software, or any portion 92 thereof, or create any derivative works based thereon; (ii) rent, 93 lease, assign, sublicense, resell, disclose or otherwise transfer the 94 Software in whole or in part to any third party (iii) use the 95 Software except for the Limited Purpose, (iv) remove or alter any of 96 the copyright or proprietary notices contained in any of the Software. 97 For the purposes of clarity, nothing in this Agreement prohibits You 98 from making and distributing Android Applications under commercial or 99 non-commercial terms, provided that You shall not contain, 100 incorporate, and/or compile the Software or any of its derivative 101 works, in whole or in part, into Your Android Applications and/or any 102 software/devices created by You or by third parties acting on Your 103 behalf. You and any such third party shall comply with all of the 104 terms and conditions of this Agreement. 105 106 c. No Reverse Engineering. Except for any third party code distributed 107 with the Software that is licensed under contrary terms, You will not 108 reverse engineer, disassemble, decompile, or translate the Software, 109 or otherwise attempt to derive the source code version of the 110 Software, except if and to the extent expressly permitted under any 111 applicable law. 112 113 d. Third Party Software. You agree that the Software may contain third 114 party software. You agree that you may not distribute such third 115 party software for any purpose without appropriate licenses from the 116 applicable third party or parties. 117 118 e. No Transfer or Assignment. You shall not assign any of its rights or 119 obligations under this Agreement. Any attempted assignment in 120 contravention of this Section shall be void. 121 122 4. Indemnity 123 124 a. You agree to indemnify and hold harmless Licensor, its licensors and 125 their officers, directors, customers, employees and successors and 126 assigns (each an "Indemnified Party") against any and all claims, 127 demands, causes of action, losses, liabilities, damages, costs and 128 expenses, incurred by the Indemnified Party (including but not 129 limited to costs of defense, investigation and reasonable attorney's 130 fees) arising out of, resulting from or related to (i) any software, 131 products, documentation, content, materials or derivative works 132 created or developed by You using the Software which causes an 133 infringement of any patent, copyright, trademark, trade secret, or 134 other property, publicity or privacy rights of any third parties 135 arising in any jurisdiction anywhere in the world, (ii) the download, 136 distribution, installation, storage, execution, use or transfer of 137 such software, products, documentation, content, materials or 138 derivative works by any person or entity, and/or (iii) any breach of 139 this Agreement by You. If requested by an Indemnified Party, You 140 agree to defend such Indemnified Party in connection with any third 141 party claims, demands, or causes of action resulting from, arising 142 out of or in connection with any of the foregoing. 143 144 5. Limitation of Liability 145 146 a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO 147 CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL 148 LICENSOR, ITS LICENSORS, ITS AFFILIATES AND/OR THEIR DIRECTORS, 149 OFFICERS, EMPLOYEES OR AGENTS (LICENSOR PARTIES) BE LIABLE FOR ANY 150 INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES 151 (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, 152 BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) 153 ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD, 154 INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF 155 ANY LICENSOR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 156 DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION 157 OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE 158 LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. IN NO EVENT 159 SHALL ANY LICENSOR PARTY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY 160 AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS (WHETHER IN 161 CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNIFICATION OR OTHERWISE) 162 EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS SET FORTH 163 IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT 164 PERMITTED BY APPLICABLE LAW. THE PARTIES HAVE FULLY CONSIDERED THE 165 FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE 166 FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF 167 THE BARGAIN BETWEEN THE PARTIES. 168 169 6. No Warranty 170 171 a. NEITHER LICENSOR NOR ANY OF ITS LICENSORS OF THE SOFTWARE MAKES ANY 172 WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND 173 DOCUMENTATION PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT 174 LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A 175 PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED 176 WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR 177 COURSE OF PERFORMANCE. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE 178 CONSTRUED AS A WARRANTY OR REPRESENTATION BY LICENSOR (OR ANY OF ITS 179 LICENSORS OF THE SOFTWARE) (I) AS TO THE VALIDITY OR SCOPE OF ANY 180 PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT AND (II) THAT 181 ANY MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT OF PATENTS, 182 COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS, AND IT 183 SHALL BE THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH DETERMINATION AS 184 IS NECESSARY WITH RESPECT TO THE ACQUISITION OF LICENSES UNDER 185 PATENTS AND OTHER INTELLECTUAL PROPERTY OF THIRD PARTIES. NEITHER 186 LICENSOR NOR ANY OF ITS LICENSORS OF THE SOFTWARE SHALL HAVE ANY 187 OBLIGATION TO PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER 188 THIS AGREEMENT. 189 190 7. Term and Termination 191 192 a. This Agreement shall be effective on the date You accept this 193 Agreement and shall remain in effect until terminated as provided 194 herein. You may terminate the Agreement at any time by deleting and 195 destroying all copies of the Software and all related information in 196 Your possession or control. This Agreement terminates immediately 197 and automatically, with or without notice, if You fail to comply 198 with any provision hereof. Additionally, Licensor may at any time 199 terminate this Agreement, without cause, upon notice to You. Upon 200 termination You must delete or destroy all copies of the Software 201 in Your possession, and the license granted to You in this Agreement 202 shall terminate. Sections 3, 4, 5, 6 and 8 shall survive the 203 termination of this Agreement. 204 205 8. Miscellaneous 206 207 a. Governing Law. This Agreement is governed and interpreted in 208 accordance with the laws of the State of New York without giving 209 effect to its conflict of laws provisions. The United Nations 210 Convention on Contracts for the International Sale of Goods is 211 expressly disclaimed and shall not apply. Any claim arising out of 212 or related to this Agreement must be brought exclusively in a 213 federal or state court located in the State of New York and You 214 consent to the jurisdiction and venue of such courts. 215 216 b. Waiver and Severability. The failure of either party to require 217 performance by the other party of any provision of this Agreement 218 shall not affect the full right to require such performance at any 219 time thereafter; nor shall the waiver by either party of a breach of 220 any provision of this Agreement be taken or held to be a waiver of 221 the provision itself. Severability. If any provision of this 222 Agreement is unenforceable or invalid under any applicable law or is 223 so held by applicable court decision, such unenforceability or 224 invalidity shall not render this Agreement unenforceable or invalid 225 as a whole, and such provision shall be changed and interpreted so 226 as to best accomplish the objectives of such unenforceable or 227 invalid provision within the limits of applicable law or 228 applicable court decisions. 229 230 c. Amendment and Modification. This Agreement and any of its terms and 231 provisions may only be amended, modified, supplemented or waived in 232 a writing signed by both parties hereto. 233 234 d. Compliance with Laws. You shall comply with all applicable laws, 235 rules, and regulations in connection with its activities under this 236 Agreement. 237 238 e. Entire Agreement. This Agreement completely and exclusively states 239 the agreement between You and Licensor regarding this subject 240 matter. 241
