IMPORTANT — PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY.
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU, an individual or a legal entity, (“LICENSEE”) AND SAMSUNG ELECTRONICS CO., LTD. (“SAMSUNG”). BY CLICKING THE "ACCEPT" BUTTON, OR BY DOWNLOADING OR INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR ARE NOT AUTHORISED TO ACCEPT AND AGREE TO THE TERMS OF THE AGREEMENT ON BEHALF OF YOUR LEGAL ENTITY, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE.
1.1 "Samsung Product" means any of integrated circuit product(s), including but not limited to system on chip products, made by or for Samsung with which the Software was designed to be used.
1.2 "Software" shall mean the software in binary form and all other machine readable materials that are included with such software or intended for use with it, including (a) any updates or error corrections and (b) any documentation including user manuals that you obtain from Samsung via on-line transmission through Linaro’s official websites.
1.3 “Use” means in respect of the Software, the use of (including copying the Software to the extent that such copying is incidental to such use, including installation, backup and execution) the Software, or any part thereof. Use shall specifically exclude: (i) the translation, adaptation, arrangement or other alteration of the Software except as allowed by local legislation implementing Article 6 of the EC Directive on the legal protection of computer programs (91/250/EEC) and then only to the extent necessary to achieve interoperability of an independently created program with other programs; and (ii) the adapting or reverse compiling of the Software for the purpose of error correction.
2. LICENSE GRANT; OWNERSHIP
2.1 License Grants. Subject to the terms and conditions of this Agreement, Samsung hereby grants to Licensee, a non-exclusive, non-transferable, limited license, to Use, without right to sublicense or distribute, the Software, solely to the extent required in order to develop and/or test Licensee software applications for use solely with Samsung Product, and only if in compliance with all the provisions herein.
2.2 Restriction on Modification. Licensee shall not modify, alter, adapt, reverse engineer, decompile, disassemble the Software or make any attempts to create non-licensed derivative works from the Software and otherwise use the Software in any manner not specifically authorized by this Agreement.
Licensee acknowledges that the Software may contain open source software, subject to applicable open source licenses, provided by Samsung for Licensee’s convenience. It is Licensee’s responsibility to comply with the terms and conditions, including but not limited to any modification rights, of those licenses. Source codes for these portions of the Software may be obtained separately through applicable sources.
Except for those portions of the Software clearly specified as open source, Licensee represents and warrants that it will not take any action that would create obligations that would conflict with Licensee's obligations hereunder, including without limitation, using the Software to merge with, link to, make function calls to, or share data structures with software available under an Open Source License Licensee shall defend and indemnify Samsung against all liabilities, losses, damages, costs and expenses relating to or arising out of a breach by Licensee of the foregoing representation and warranty. Open Source Licenses includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software be (a) disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge.
2.3 Restriction on Distribution. Licensee shall not distribute, rent, lease, and/or lend the Software and any copies thereof to any third parties (individuals or legal entities).
2.4 Proprietary Notices. Licensee shall not remove, efface or obscure any copyright or trademark notices from the Software. Licensee shall include reproductions of the Samsung copyright notice with each copy, if any, of the Software. Licensee acknowledges that any symbols, trademarks, trade names, and service marks adopted by Samsung to identify the Software belong to Samsung and that Licensee shall have no rights therein.
2.5 Ownership. Samsung and its licensors shall retain all right, title and interest, including all intellectual property rights, in and to the Software. Licensee hereby covenants that it will not assert any claim that the Software infringes any intellectual property right owned or controlled by Licensee.
2.6 No Other Rights Granted. Apart from the license rights expressly set forth in this Agreement, Samsung does not grant and Licensee does not receive any ownership right, title or interest nor any security interest or other interest in any intellectual property rights relating to the Software, nor in any copy of any part of the foregoing.
3. NO WARRANTY OR SUPPORT
3.1 No Warranty. THE SOFTWARE IS OFFERED "AS IS." SAMSUNG AND ITS LICENSORS GRANT AND LICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, COMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE. SAMSUNG SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR NONINFRINGEMENT CONCERNING THE SOFTWARE. WITHOUT LIMITATION OF THE ABOVE, SAMSUNG DISCLAIMS ANY WARRANTY THAT THE SOFTWARE IS BUG OR ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS THEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR RELIABILITY.
3.2 No Support. Nothing in this Agreement shall obligate Samsung to provide any support for the Software. Samsung may, but shall be under no obligation to, correct any defects in the Software and/or provide updates via Linaro’s website. Licensee shall make reasonable efforts to promptly report to Samsung any defects it finds in the Software, as an aid to creating improved revisions of the Software.
3.3 Dangerous Applications. The Software is not designed, intended, or certified for use in components of systems intended for the operation of weapons, weapons systems, nuclear installations, means of mass transportation, aviation, life-support computers or equipment (including resuscitation equipment and surgical implants), pollution control, hazardous substances management, or for any other dangerous application in which the failure of the Software could create a situation where personal injury or death may occur. Licensee understands that use of the Software in such applications is fully at the risk of Licensee.
4. TERM AND TERMINATION
4.1 Term and Termination. This Agreement is effective until terminated. Samsung may immediately terminate and cancel this Agreement and the licenses granted hereunder upon written notice to Licensee at any time with or without cause. Licensee may terminate this Agreement at any time by (i) completely removing the Software and any copies thereof from its system and (ii) notifying in writing Samsung of Licensee’s intent to terminate this Agreement.
4.2 Effect of Termination. Upon any termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate. Upon termination, Licensee shall destroy all copies of the Software in its possession or control and cease all use.
4.3 Survival. The provisions of Sections 1, 2.2, 2.3, 2.4, 2.5, 2.6, 3, 4, 5, and 6 shall survive the termination of this Agreement.
5. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SAMSUNG OR ANY OF SAMSUNG'S LICENSORS BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY, DIRECT AND INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ADDITION TO THE FOREGOINGS, SAMSUNG HAS NO LIABILITY TO THE LICENSEEE IF THE SOFTWARE INFRINGES OR IS ALLGEDED TO INFRINGE THE RIGHT OF ANY THIRD PARTY.
6.1 Assignment. Licensee may not assign this Agreement or any rights or obligation hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Samsung, and any such attempted assignment shall be void.
6.2 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea, excluding conflict of laws provisions which may direct the application of another jurisdiction’s laws and the United Nations Convention on Contracts for the International Sale of Goods. All disputes, controversies or differences which may arise out of or in relation to or in connection with this Agreement, shall be shall be submit to the jurisdiction of the Suwon Civil Court, Korea.
6.3 Severability. All terms and provisions of this Agreement shall, if possible, be construed in a manner which makes them valid, but in the event any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected if the illegal or unenforceable provision does not materially affect the intent of this Agreement. If the illegal or unenforceable provision materially affects the intent of the parties to this Agreement, this Agreement shall become terminated.
6.4 Equitable Relief. Licensee hereby acknowledges that its breach of this Agreement would cause irreparable harm and significant injury to Samsung that may be difficult to ascertain and that a remedy at law would be inadequate. Accordingly, Licensee agrees that Samsung shall have the right to seek and obtain immediate injunctive relief to enforce obligations under the Agreement in addition to any other rights and remedies it may have.
6.5 Export Regulations. Licensee agrees and warrants that it shall comply, at its own expense, with any applicable export and import laws, restrictions, national security controls and regulations.
6.6 Entire Agreement. This Agreement sets forth the entire Agreement between Samsung and Licensee relating to this subject matter.