1THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY
2BINDING AGREEMENT BETWEEN Qualcomm Technologies, Inc. ("LICENSOR") AND
3YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY
4TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
5AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
6IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION
7PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE
8SOFTWARE OR DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS
9SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE
10SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL
11ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND
12SUCH 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 Qualcomm 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