1 THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY 2 BINDING AGREEMENT BETWEEN Google Inc. ("LICENSOR") AND 3 YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY 4 TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS 5 AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. 6 IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION 7 PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE 8 SOFTWARE OR DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS 9 SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE 10 SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL 11 ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND 12 SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 13 14 1. Special Definitions 15 16 a. The term "Android" means the open source mobile platform, software 17 stack, operating system, middleware, application programming 18 interfaces and mobile applications under the trade-name "Android" 19 distributed at Android.com. 20 21 b. The term "Android Applications" means a software application or 22 open-source contribution developed by You, designed to operate with 23 Android that does not contain or incorporate any of the Software. 24 25 c. The term "Authorized Android Enabled Device" means only the device 26 identified on the site from which You downloaded the Software. 27 The term "Software" means the Licensor's proprietary software and 28 libraries in object code form, designed for use on the Authorized 29 Android Enabled Device. 30 31 d. The term "Authorized Android Enabled Device Software" means a 32 packaged build for Authorized Android Enabled Devices, consisting 33 of files suitable for installation on an Authorized Android Enabled 34 Device using a mechanism such as fastboot mode or recovery mode. 35 36 2. License Grant 37 38 a. Subject to the terms of this Agreement, Licensor hereby grants to 39 You, free of charge, a non-exclusive, non-sublicensable, 40 non-transferable, limited copyright license, during the term of 41 this Agreement, to download, install and use the Software 42 internally in machine-readable (i.e., object code) form and the 43 Documentation for non-commercial use on an Authorized Android 44 Enabled Device and non-commercial redistribution for academic 45 purposes only of a reasonable number of copies of the Authorized 46 Android Enabled Device Software (the "Limited Purpose"). You may 47 grant your end users the right to use the Software for 48 non-commercial purposes on an Authorized Android Enabled Device. 49 The license to the Software granted to You hereunder is solely for 50 the Limited Purpose set forth in this section, and the Software 51 shall not be used for any other purpose. 52 53 3. Restrictions 54 55 a. Retention of Rights. The entire right, title and interest in the 56 Software shall remain with Licensor and, unless specified in 57 writing hereunder, no rights are granted to any of the Software. 58 Except for the right to use the Software for the Limited Purpose, 59 the delivery of the Software to You does not convey to You any 60 intellectual property rights in the Software, including, but not 61 limited to any rights under any patent, trademark, copyright, or 62 trade secret. Neither the delivery of the Software to You nor any 63 terms set forth herein shall be construed to grant to You, either 64 expressly, by implication or by way of estoppel, any license under 65 any patents or other intellectual property rights covering or 66 relating to any other product or invention or any combination of 67 the Software with any other product. Any rights not expressly 68 granted to You herein are reserved by Licensor. 69 70 b. No Commercialization or Distribution of the Software and 71 Documentation. Except as expressly provided in Section 2 of this 72 Agreement, You shall have no right to (i) copy, disclose, 73 distribute, publically perform, publically display, transfer, 74 alter, modify, translate, disassemble, decompile, reverse engineer, 75 or adapt the Software and Documentation, or any portion thereof, or 76 create any derivative works based thereon; (ii) rent, lease, 77 assign, sublicense, resell, disclose or otherwise transfer the 78 Software and Documentation in whole or in part to any third party 79 (iii) use the Software and Documentation except for the Limited 80 Purpose, (iv) remove or alter any of the copyright or proprietary 81 notices contained in any of the Software and Documentation. For the 82 purposes of clarity, nothing in this Agreement prohibits You from 83 making and distributing Android Applications under commercial or 84 non-commercial terms, provided that You shall not contain, 85 incorporate, and/or compile the Software or any of its derivative 86 works, in whole or in part, into Your Android Applications and/or 87 any software/devices created by You or by third parties acting on 88 Your behalf. You and any such third party shall comply with all of 89 the terms and conditions of this Agreement. 90 91 c. No Reverse Engineering. Except for any portions of the Software 92 provided to You in source code format and except for any third 93 party code distributed with the Software that is licensed under 94 contrary terms, You will not reverse engineer, disassemble, 95 decompile, or translate the Software, or otherwise attempt to 96 derive the source code version of the Software, except if and to 97 the extent expressly permitted under any applicable law. 98 99 d. Third Party Software. You agree that Android may contain third 100 party software. You agree that you may not distribute such third 101 party software for any purpose without appropriate licenses from 102 the applicable third party or parties. 103 104 e. No Transfer or Assignment. You shall not assign any of its rights 105 or obligations under this Agreement. Any attempted assignment in 106 contravention of this Section shall be void. 107 108 f. Licensor shall retain all title, ownership and Intellectual 109 Property Rights in and to the Software and any derivative thereof. 110 "Intellectual Property Rights" shall mean all patent, copyright, 111 trade secret, trademark and other proprietary and intellectual 112 property rights, including moral rights. 113 114 g. Neither this Agreement, nor any act by Licensor or its Affiliates 115 persuant to this Agreement or relating to the Software (including, 116 without limitation, the provision by Licensor or its Affiliates of 117 the Software) shall provide to You any license or any other rights 118 whatsoever under any patents, trademarks, trade secrets, copyrights 119 or any other intellectual property rights of Licensor or its 120 Affiliates, except for the copyrights expressly set forth in this 121 Agreement. You understand and agree that: 122 123 h. Neither this Agreement, nor delivery of the Software alone or in 124 combination with any Licensor ASIC grants you any right to 125 practice, or any other right at all with respect to, any patent of 126 Licensor or its Affiliates, and 127 128 i. A separating license agreement from Motorola Incorporated is needed 129 to use or practice any patent of Licensor or its Affiliates. 130 131 j. You agree not to contend in any context that, as a result of the 132 provision or use of this software, either Licensor or Affiliate has 133 any obligation to extend, or Licensor or any other party has 134 obtained any right to, any license, whether express or implied, 135 with respect to any patent of Licensor or its Affiliates for any 136 purpose. For the purposes of this agreement, "Affiliate" means 137 (i) any corporation or any other legal entity that owns, directly 138 or indirectly, more than fifty percent (50%) of the shares, equity 139 interest or other securities of any entity entitled to vote for 140 election of directors (or other managing authority), or (ii) any 141 corporation or any other legal entity fifty percent (50%) or more 142 of whose shares, equity interest, or other securities entitled to 143 vote for election of directors (or other managing authority) is 144 owned or controlled by an entity, either directly or indirectly. 145 146 4. Indemnity 147 148 a. You agree to indemnify and hold harmless Licensor, Google, and 149 their officers, directors, customers, employees and successors and 150 assigns (each an "Indemnified Party") against any and all claims, 151 demands, causes of action, losses, liabilities, damages, costs and 152 expenses, incurred by the Indemnified Party (including but not 153 limited to costs of defense, investigation and reasonable 154 attorney's fees) arising out of, resulting from or related to 155 (i) any software, products, documentation, content, materials or 156 derivative works created or developed by You using the Software 157 which causes an infringement of any patent, copyright, trademark, 158 trade secret, or other property, publicity or privacy rights of any 159 third parties arising in any jurisdiction anywhere in the world, 160 (ii) the download, distribution, installation, storage, execution, 161 use or transfer of such software, products, documentation, content, 162 materials or derivative works by any person or entity, and/or 163 (iii) any breach of this Agreement by You. If requested by an 164 Indemnified Party, You agree to defend such Indemnified Party in 165 connection with any third party claims, demands, or causes of 166 action resulting from, arising out of or in connection with any of 167 the foregoing. 168 169 5. Limitation of Liability 170 171 a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO 172 CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL 173 LICENSOR, GOOGLE, THEIR AFFILIATES AND/OR ITS DIRECTORS, OFFICERS, 174 EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, 175 SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT 176 LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS 177 INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING 178 OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD, 179 INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF 180 LICENSOR OR GOOGLE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH 181 DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR 182 EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO 183 THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. 184 IN NO EVENT SHALL LICENSOR'S OR GOOGLE'S TOTAL AGGREGATE LIABILITY 185 TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF 186 ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, 187 INDEMNIFICATION OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS 188 (US$100). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE 189 DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 190 THE PARTIES HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK 191 AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS 192 PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE 193 PARTIES. 194 195 6. No Warranty 196 197 a. LICENSOR AND GOOGLE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH 198 RESPECT TO THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS 199 AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF 200 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST 201 INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF 202 TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. 203 NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A 204 WARRANTY OR REPRESENTATION BY LICENSOR (I) AS TO THE VALIDITY OR 205 SCOPE OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT 206 AND (II) THAT ANY MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT 207 OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF 208 OTHERS, AND IT SHALL BE THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH 209 DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF 210 LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF THIRD 211 PARTIES. LICENSOR AND GOOGLE SHALL NOT HAVE ANY OBLIGATION TO 212 PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER THIS AGREEMENT. 213 214 7. Term and Termination 215 216 a. This Agreement shall be effective on the date You accept this 217 Agreement and shall remain in effect until terminated as provided 218 herein. You may terminate the Agreement at any time by deleting and 219 destroying all copies of the Software and all related information 220 in Your possession or control. This Agreement terminates 221 immediately and automatically, with or without notice, if You fail 222 to comply with any provision hereof. Additionally, Licensor may at 223 any time terminate this Agreement, without cause, upon notice to 224 You. Upon termination You must delete or destroy all copies of the 225 Software in Your possession, and the license granted to You in this 226 Agreement shall terminate. Sections 3, 4, 5, 6 and 8 shall survive 227 the termination of this Agreement. 228 229 8. Miscellaneous 230 231 a. Governing Law. This Agreement is governed and interpreted in 232 accordance with the laws of the State of California without giving 233 effect to its conflict of laws provisions. The United Nations 234 Convention on Contracts for the International Sale of Goods is 235 expressly disclaimed and shall not apply. Any claim arising out of 236 or related to this Agreement must be brought exclusively in a 237 federal or state court located in Santa Clara County, California 238 and You consent to the jurisdiction and venue of such courts. 239 240 b. Waiver and Severability. The failure of either party to require 241 performance by the other party of any provision of this Agreement 242 shall not affect the full right to require such performance at any 243 time thereafter; nor shall the waiver by either party of a breach 244 of any provision of this Agreement be taken or held to be a waiver 245 of the provision itself. Severability. If any provision of this 246 Agreement is unenforceable or invalid under any applicable law or 247 is so held by applicable court decision, such unenforceability or 248 invalidity shall not render this Agreement unenforceable or invalid 249 as a whole, and such provision shall be changed and interpreted so 250 as to best accomplish the objectives of such unenforceable or 251 invalid provision within the limits of applicable law or 252 applicable court decisions. 253 254 c. Amendment and Modification. This Agreement and any of its terms and 255 provisions may only be amended, modified, supplemented or waived in 256 a writing signed by both parties hereto. 257 258 d. Compliance with Laws. You shall comply with all applicable laws, 259 rules, and regulations in connection with its activities under this 260 Agreement. 261 262 e. Entire Agreement. This Agreement completely and exclusively states 263 the agreement between You and Licensor regarding this subject 264 matter. 265
