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