THIS END USER LICENCE AGREEMENT (“LICENCE”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND MEDIATEK INC., ("MTK") FOR THE USE OF THE SOFTWARE ACCOMPANYING THIS LICENCE. MTK IS ONLY WILLING TO LICENSE THE SOFTWARE TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENCE. BY CLICKING “I AGREE” OR BY INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, MTK IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT INSTALL, USE OR COPY THE SOFTWARE, AND YOU SHOULD PROMPTLY RETURN THE SOFTWARE TO YOUR SUPPLIER.
“Applications” means applications for use solely in conjunction with MTK’s wireless communication platforms and/or products.
“Output” means data resulting from your use of the Software and all direct and indirect derivatives thereof.
“Software” means any software, firmware and data accompanying this Licence, any printed, electronic or online documentation supplied with it under the terms of this Licence for the Software.
1. LICENCE GRANTS TO YOU1.1 MTK hereby grants to you, subject to the terms and conditions of this Licence, a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free and limited license to: 1. use and copy the Software or certain components or optional functionality in the Software, as applicable, solely for the purposes of internally running, designing or developing Applications
2. RESTRICTIONS ON USE OF THE SOFTWAREBENCHMARKING: This Licence does not prevent you from using the Software for benchmarking purposes. However, you shall ensure that any and all benchmarking data relating to the Software, and any other results of your use or testing of the Software which are indicative of its performance, efficacy, reliability or quality, shall not be used to disparage MTK, its products or services, or in a manner that, in MTK’s reasonable judgment, may diminish or otherwise damage the reputation of MTK. Except as specified in this License, you shall not: (i) modify or create any derivative works of the Software; (ii) decompile, disassemble, or reverse engineer the Software (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software except as set forth in this License; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. COPYRIGHT AND RESERVATION OF RIGHTS: The Software is owned by MTK or its licensors and is protected by copyright and other intellectual property laws and international treaties. The Software is licensed not sold. You acquire no rights to the Software other than as expressly provided by this Licence. You shall not remove from the Software any copyright notice or other notice and shall ensure that any such notice is reproduced in any copies of the whole or any part of the Software made by you or other permitted users.
REVERSE ENGINEERING: Except to the extent that such activity is permitted by applicable law you shall not reverse engineer, decompile or disassemble any of the Software. If the Software was provided to you in Europe you shall not reverse engineer, decompile or disassemble any of the Software for the purposes of error correction.
RESTRICTED USE You agree that you shall not use the Software or the Output other than pursuant to and in accordance with the exercise of any of the licences granted under this Licence. Without limiting the generality of the foregoing, you shall not use the Software or any Output: (a) for determining if any features, functions or processes provided by the Software are covered by any patents or patent applications owned by you or a third party; or (b) for developing technology, applications or products which avoid any of MTK’s intellectual property in the Software licensed hereunder; or (c) as a reference for modifying existing patents or patent applications or creating any continuation, continuation in part, or extension of existing patents or patent applications.
3. CONFIDENTIAL INFORMATIONConfidential Information shall mean: (a) the Software; and (b) Information disclosed by MTK to you in any other manner that is identified as confidential at the time of disclosure and summarized and designated as confidential in a written memorandum delivered to you within thirty (30) days of the disclosure.
Confidential Information shall not include information which: (a) is or becomes public knowledge through no fault of the recipient; (b) was in your possession before receipt from the party providing such Confidential Information; (c) is rightfully received by the receiving party from a third party without any duty of confidentiality; (d) is disclosed to a third party by MTK providing the Confidential Information without a duty of confidentiality on the third party; (e) is independently developed by you without reference of Confidential Information ; (f) is disclosed under operation of law; or (g) is disclosed with the prior written approval of MTK providing such Confidential Information.
MTK shall retain all Intellectual Property Rights in any Confidential Information disclosed to you. You agree, both during the term of this License and for a period of three (3) years after termination or expiration of this License, to hold MTK's Confidential Information in confidence and to protect the disclosed Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination or publication of the Confidential Information as they use to protect their own confidential information of a like nature, but no less than reasonable care. You acknowledge that any disclosure, use or misappropriation of Confidential Information in violation of this License would cause MTK irreparable harm for which there may be no adequate remedy at law. Accordingly, you agree that MTK shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies otherwise available to MTK at law or in equity.
4. SUPPORTMTK is not under an obligation to provide support, but it may do so at its own discretion, and if it does, it will only be in respect of the Software as delivered.
5. NO WARRANTIESYOU AGREE THAT THE SOFTWARE IS LICENSED “AS IS”, AND THAT MTK EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
MTK SHALL NOT BE RESPONSIBLE FOR ANY SOFTWARE RELEASES MADE TO YOUR SPECIFICATION OR CONFORMING TO A PARTICULAR STANDARD OR OPEN FORUM. FURTHER, MTK DOES NOT REPRESENT OR WARRANT THAT ANY PORTION OF THE SOFTWARE IS FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. YOUR USE OR OPERATION OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU HEREBY ACKNOWLEDGES THAT THE SOFTWARE PROVIDED UNDER THE LICENSE MIGHT INCLUDE SOFTWARE FROM ONE OR MORE THIRD PARTIES (E.G. OPEN SOURCE OR PROPRIETARY, COLLECTIVELY AS “THIRD PARTY SOFTWARE”) AND THE USE OF SUCH SHALL BE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE LICENSE UNLESS OTHERWISE SPECIFIED IN THE THIRD PARTY SOFTWARE LICENSE AGREEMENT ACCOMPANYING SUCH THIRD PARTY SOFTWARE. YOU EXPRESSLY ACKNOWLEDGE THAT IT YOUR SOLE RESPONSIBILITY TO OBTAIN FROM ANY THIRD PARTY ALL PROPER LICENSES CONTAINED IN THE SOFTWARE. NOTWITHSTANDING ANY WARRANTY SET FORTH UNDER THIS LICENSE TO THE CONTRARY, MTK HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAWS, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
6. LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MTK BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF MTK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENCE, THE MAXIMUM LIABILITY OF MTK TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST MTK IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS LICENCE SHALL NOT EXCEED (I) THE TOTAL OF SUMS PAID BY YOU TO MTK (IF ANY) FOR THIS LICENCE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT.
7. EXPORT COMPLIANCEYOU ACKNOWLEDGE THAT SOFTWARE MAY BE SUBJECT TO THE LAWS AND REGULATIONS OF RELATED JURISDICTIONS, INCLUDING U.K., EUROPEAN UNION, AND U.S. EXPORT CONTROL LAWS AND REGULATIONS, AND INCLUDING THE U.S. EXPORT ADMINISTRATION ACT AND ITS ASSOCIATED REGULATIONS, GOVERNING THE EXPORT, RE-EXPORT OR IMPORT OF CONTROL COMMODITIES. YOU SHALL NOT EXPORT, RE-EXPORT, IMPORT OR OTHERWISE SELL, TRANSFER, DIRECTLY OR INDIRECTLY, SOFTWARE OBTAINED HEREUNDER EXCEPT IN STRICT COMPLIANCE WITH ALL SUCH APPLICABLE LAWS AND REGULATIONS. YOU EXPRESSLY AGREE THAT SOFTWARE SHALL NOT BE DOWNLOADED OR OTHERWISE EXPORTED OR RE-EXPORTED INTO (OR TO A NATIONAL OR RESIDENT OF) ANY EMBARGOED COUNTRIES, NOR TO ANYONE ON RELATED DENIAL LISTS, INCLUDING BUT NOT LIMITED TO THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S TABLE OF DENIAL ORDERS. YOU HEREBY REPRESENT AND WARRANT THAT IT IS NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF, ANY SUCH COUNTRY, OR ON ANY SUCH LIST. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT SOFTWARE PROVIDED HEREUNDER SHALL NOT BE EXPORTED, RE-EXPORTED, OR TRANSFERRED BY YOU TO ANY END-USER ENGAGED IN ACTIVITIES, OR FOR ANY END-USE, DIRECTLY OR INDIRECTLY RELATED TO THE DESIGN, DEVELOPMENT, PRODUCTION, USE, OR STOCKPILING OF WEAPONS OF MASS DESTRUCTION (E.G., NUCLEAR, CHEMICAL, OR BIOLOGICAL WEAPONS, AND THE MISSILE TECHNOLOGY TO DELIVER THEM).
8. U.S. GOVERNMENT END USERSUS Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the terms of this Licence.
9. TERM AND TERMINATIONThis Licence shall remain in force until terminated by MTK. Without prejudice to any of its other rights if you are in breach of any of the terms and conditions of this Licence then MTK may terminate this Licence immediately upon giving written notice to you or on thirty (30) days written notice without cause. MTK may terminate this Licence at any time. Upon termination of this Licence by MTK , you shall stop using the Software and destroy all copies of the Software in your possession, together with all documentation and related materials. The provisions of clauses 2, 3, 5, 6, 7, 8, 9 and 10 shall survive termination of this Licence.
10. GENERALThis License is governed and interpreted in accordance with the laws of the Republic of China without regard to any conflict of laws provisions. Except where MTK agrees otherwise in: (i) a written contract signed by you and MTK; or (ii) a written contract provided by MTK and accepted by you, this is the only agreement between you and MTK relating to the Software and it may only be modified by written agreement between you and MTK. If any clause or sentence in this Licence is held by a court of law to be illegal or unenforceable the remaining provisions of this Licence shall not be affected thereby. The failure by MTK to enforce any of the provisions of this Licence, unless waived in writing, shall not constitute a waiver of MTK's rights to enforce such provision or any other provision of this Licence in the future.
At MTK’s request, you agree to check your computers for installations of the Software and any other information requested by MTK relating to Software installation and to provide this information to MTK. You agree that auditors nominated by MTK may also perform such checking and reporting on behalf of MTK by prior appointment during your normal business hours on seven (7) days’ notice. MTK shall bear the auditors’ costs for that audit unless it reveals unlicensed usage in which case you shall promptly reimburse MTK for all reasonable costs and expenses, including professional fees, relating to such audit. Any information which is disclosed to MTK or such auditors during checking or audit shall be treated as your confidential information and shall only be used by MTK for licence management, compliance and enforcement purposes.
You may not assign this License, in whole or in part, without MTK’s prior written consent, and any attempt to do so without such consent shall be void. MTK may assign this License without your consent. This License shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any Change of Control event shall be deemed an assignment requiring MTK’s prior written consent under this License. Subject to the foregoing, all of the rights and obligations of you under this License will bind and inure to the benefit of your respective successors and permitted assigns. For the purpose of clarification, “Change of Control” means shall mean (i) a change in more than fifty percent (50%) in voting or common share ownership or change in actual control over board of directors’ decisions; or (ii) a sale of all or substantially all assets of a party. This License will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal relationship between MTK and you, and you must not represent the existence of any such relationship, whether expressly, by implication or otherwise.