PLEASE CAREFULLY READ ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AIOT
SOFTWARE LICENSE AGREEMENT ("AGREEMENT") BEFORE YOU ("YOU" OR "LICENSEE") ACCESS
AND/OR USE THE SOFTWARE (AS DEFINED BELOW) AND/OR DOCUMENTATION (AS DEFINED
BELOW) FROM MEDIATEK INC. ("MTK" OR "LICENSOR"). BY CLICKING "I AGREE" BUTTON OR
BY ACCESSING OR USING ANY PART OF THE SOFTWARE AND/OR DOCUMENTATION, YOU ACCEPT
AND AGREE (ON BEHALF OF YOURSELF AND/OR YOUR COMPANY OR ORGANIZATION) TO BE
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH THEN COMMENCES WITH
EFFECT ("EFFECTIVE DATE") AS A LEGAL AGREEMENT BETWEEN YOU AND/OR YOUR COMPANY
OR ORGANIZATION (AS APPLICABLE) AND MTK. IF YOU DO NOT AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SOFTWARE AND
DOCUMENTATION.
AIOT SOFTWARE LICENSE AGREEMENT
This AIoT Software License Agreement ("Agreement") describes a framework for
licensing certain portions of Software and relevant documentation which
describes the Software and its related functionalities ("Documentation") from
Licensor for the development, manufacturing, sale and distribution of Licensee's
Application or products containing Licensor's chipsets ("Chipset")
("Licensed Product").
"Software" means the APIs (Application Programming Interface), applications,
data, files, libraries, materials, IDE (Integrated Development Environment),
sample code, software (source code and object code), simulators, and tools
provided to Licensee by Licensor for use in connection with the development of
Licensed Product or Application, including any revisions or updates that
Licensor may provide.
"Application" means a software program or operating system developed by Licensee
using the Software for specific use with Licensed Product, including, in respect
of such software programs, all bug fixes, enhancements, modifications, new
releases, new versions, revisions, supplements, updates and upgrades.
"Affiliate" shall mean any corporation, company or other entity which: (i) is
controlled by a party to this Agreement; (ii) controls a party to this
Agreement; or (iii) is under common control with a party to this Agreement. For
the purpose of this definition, "control" means that more than fifty percent
(50%) of the shares or ownership interest representing the voting right for the
election of directors or persons performing similar functions for such a
corporation, company or entity are owned or controlled, directly or indirectly,
by the controlling entity. Such corporation, company or entity shall be deemed
to be an Affiliate so long as such ownership or control exists.
1. License of Software
1.1. Applicable Terms If not expressly granted the license under Section 1.3 in
the AIoT Software Manifest, Licensee is only granted the rights under Section
1.2 but not under Section 1.3. If expressly granted the license under Section
1.3 in the AIoT Software Manifest, Licensee is granted the rights under both
Sections 1.2 and 1.3.
1.2. Standard License Subject to the terms and conditions of this Agreement,
Licensor grants, and Licensee accepts, a limited, non-exclusive,
non-transferable, world-wide, perpetual, terminable (under Section 9 hereof)
license, under Licensor's intellectual property rights in and to the Software
thereto, to: (a) Use, copy, modify and compile the Software, if provided in
source code form, to create derivative works solely for the purpose of designing
and developing Licensed Product or Application. (b) Incorporate the Software
solely for the purpose of designing and developing Licensed Product or
Application. (c) Demonstrate, market, reproduce and distribute copies of
Software only in object code form and only as incorporated with Licensed Product
or Application.
1.3. Additional License If expressly authorized in the AIoT Software Manifest,
in addition to Section 1.2 and subject to the terms and conditions of this
Agreement, Licensor grants, and Licensee accepts a license to distribute the
Software to a third party customer who is not a competitor of Licensor
("Customer") for such Customer to (i) incorporate the Software only in object
code form solely for the purpose of designing and developing Licensed Product or
Application; and (ii) demonstrate, market, reproduce and distribute copies of
Software only in object code form and only as incorporated or used with Licensed
Product or Application.
2. License of Documentation
2.1. Applicable Terms If not expressly granted the license under Section 2.1 in
the AIoT Software Manifest, Licensee is only granted the rights under Section
2.2 but not under Section 2.3. If expressly granted the license under Section
2.3 in the AIoT Software Manifest, Licensee is granted the rights under both
Sections 2.2 and 2.3.
2.2. Standard License Subject to the terms and conditions of this Agreement,
Licensor grants, and Licensee hereby accepts, a limited, non-exclusive,
non-transferable, world-wide, perpetual, terminable (under Section 9 hereof)
license, under Licensor's intellectual property rights in and to the
Documentation, to use the Documentation solely to the extent that the
Documentation is to be used in connection with the Software pursuant to Section
1.2 above.
2.3. Additional License If expressly authorized in the AIoT Software Manifest,
in addition to Section 2.2 and subject to the terms and conditions of this
Agreement, Licensor grants, and Licensee accepts a license to distribute the
Documentation to a Customer, to use the Documentation solely to the extent that
the Documentation is to be used in connection with the Software pursuant to
Sections 1.3 above.
3. Restriction of License
(a) Licensee agrees that Licensee will use the Software and Documentation only
as provided expressly in this Agreement, and any variation of the foregoing
requires written consent from Licensor. As a condition to the licenses
granted in Sections 1 and 2 above, Licensee shall not decompile,
disassemble, reverse engineer, adapt, alter or attempt to reconstruct,
identify or discover any source code, underlying ideas, underlying
algorithms of the Software provided to Licensee in object code form by any
means whatsoever, or disclose any of the foregoing, except to the extent
such restriction is expressly prohibited by applicable laws and not waivable
thereunder.
(b) Licensee grants to Licensor, its Affiliates and/or subcontractors a
non-exclusive, non-transferable, irrevocable, perpetual, worldwide,
royalty-free, sub-licensable license under Licensee's intellectual property
rights to use without restriction and for any purpose any suggestion,
comment or other feedback related to the Software (including, but not
limited to, error corrections and bug fixes) and Documentations.
(c) Both parties agree and acknowledge that Licensor will not deliver any
cellular software under this Agreement and the license grants set forth in
this Agreement do not include any right, license, directly or indirectly,
express, implied, in or to Licensor's cellular software under Licensor's
intellectual property rights.
(d) If Licensee distributes the Software, including revisions and upgrades
thereof, and Documentation pursuant to Sections 1 and 2 hereof, Licensee
shall (i) not use Licensor's or any of its licensors names, logos or
trademarks to market Applications or Licensed Products; (ii) retain any and
all copyright, trademarks, proprietary notices and other notices (whether
Licensor's or its licensor's) which are included with the Software; and
(iii) include a copy of this Agreement with such distribution.
4. Payments
The license fees, if any (including specific terms thereof), under this
Agreement shall be mutually agreed upon between the parties and set forth in a
separate written agreement, which shall be made part of this Agreement. Unless
otherwise agreed upon between the parties in writing, all payments shall be made
in full within thirty (30) days after the issuance of invoice by Licensor.
5. Ownership to Software and Documentation
Unless otherwise provided for in this Agreement, Licensee acknowledges and
agrees that any and all intellectual property rights in and to the Software and
Documentation, including without limitation patent, copyright, and trade
secrets, shall remain the exclusive property of Licensor or, for third party
software contained in the Software, such third party. Licensee acknowledges that
no title to any intellectual property right in the Software is transferred to
Licensee. Licensee further acknowledges that any modifications to the Software
must be in accordance with this Agreement. Subject to Licensor's ownership
interest in the underlying Software and Documentations, all intellectual
property rights associated with, and title to, Licensee's Licensed Product or
Application that vest in Licensee will be retained by Licensee. Any
modifications made or developed by Licensee to the Software, and all
intellectual property rights associated with, and title thereto, will be the
exclusive property of Licensor ("Modifications"). Notwithstanding the foregoing,
Licensee will have the license rights granted in Section 1 hereto to any such
Modifications made by Licensee.
6. Confidentiality
(a) Both parties acknowledge and agree that Confidential Information means all
information including but not limited to the Software and Documentation as
made available or disclosed by Licensor or its Affiliates under this
Agreement. Licensee shall maintain in confidence the Confidential
Information and apply security measures no less stringent than the measures
that Licensee applies to its own like information, but not less than a
reasonable degree of care, to prevent unauthorized disclosure and use of the
Confidential Information. Licensee shall not disclose or permit disclosure
of any Confidential Information to any third party or to any other person,
except on a strict "need to know" basis to directors, officers, employees,
contractors and outside consultants of Licensee where such disclosure is
necessary and required for Licensee to exercise its right licensed hereunder
and such persons are under confidentiality obligations in content at least
as protective as the provisions hereof, prior to the disclosure of
Confidential Information. If such person breaches any provisions of the
Agreement, Licensee agrees to be held jointly and severally liable for any
damages, costs or expenses incurred by Licensor as a result of such breach.
Licensee agrees to notify Licensor in writing of any actual or suspected
misuse, misappropriation or unauthorized disclosure of Confidential
Information which may come to the Licensee's attention.
(b) Licensee may disclose Confidential Information in the following
circumstances: (i) disclosure to third parties to the extent that the
Confidential Information is required to be disclosed pursuant to a court
order or as otherwise required by law, provided that Licensee promptly
notifies Licensor upon learning of such requirement and has given Licensor a
reasonable opportunity to contest or limit the scope of such required
disclosure (including but not limited to making an application for a
protective order); and (ii) disclosure to a third party under prior written
consent of Licensor.
(c) The provisions of this Section 6 shall not apply to information which: (i)
is known to Licensee prior to its receipt of the Confidential Information,
provided that such information is not already subject to any obligations of
confidentiality; (ii) is in the public domain at the time of receipt or
later becomes part of the public domain without breach of the
confidentiality obligations in this Agreement; (iii) is received from a
third party without any breach of any obligation of confidentiality in
respect of such information; or
(iv) is independently developed by the Licensee without any reliance or use of
any Confidential Information disclosed by Licensor, as evidenced by written
records.
7. Open Source and Product Liability
(a) If Licensed Product or Application includes any Open Source Software (as
defined below), Licensee must comply with all licensing terms applicable to
such Open Source Software. Licensee shall not cause the portion of the
Software in Licensed Product or Application to be subject to the licensing
terms applicable to such Open Source Software. For purpose of this
Agreement, "Open Source Software" means any software or software component,
module or package that contains, or is derived in any manner (in whole or in
part) from, any software that is distributed as free software, open source
software or similar licensing or distribution models, including, without
limitation, software licensed or distributed under any of the following
licenses or distribution models, or licenses or distribution models similar
to any of the following: (i) GNU's General Public License (GPL) or
Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the
Mozilla Public License; (iv) the Netscape Public License; (v) the Sun
Community Source License (SCSL); (vi) the Sun Industry Standards License
(SISL); (vii) the BSD License; and (viii) the Apache License.
(b) Licensee acknowledges that the Software and Documentation are not intended
to be used in any products where death, personal injury, or severe physical
or environmental damage could result from errors or inaccuracies in the
content, data or information provided by the products or the products
failing. To the extent permitted by law, Licensee agrees to indemnify,
defend and hold harmless Licensor, its Affiliates, directors, officers,
employees, customers, agents and/or subcontractors (each an "Indemnified
Party") from any and all claims, losses, liabilities, damages, expenses and
costs (including without limitation reasonable attorneys' fees) incurred by
such Indemnified Party as a result of Licensee's use of the Software and
Documentation in any such products.
8. Limitation of Liability
(a) Licensor's entire liability arising out of or in connection with a
particular version of Software shall not exceed the aggregate amount of
license fees paid by Licensee to Licensor for such Software. Notwithstanding
the foregoing, Licensor's entire liability in the aggregate for its breach
of the terms of this Agreement shall not exceed the aggregate amount of
license fees paid by Licensee to Licensor for the twelve (12) months
preceding the event giving rise to the first breach. In no event shall
either party be liable for special, incidental, consequential, indirect, or
punitive damages, including loss of profit or revenues, arising out of or in
connection with this Agreement. The limitations shall apply even if such
party has been advised of the possibility of such damages and
notwithstanding any failure of essential purpose of any limited remedy.
(b) LICENSOR MAKES NO OTHER WARRANTIES WITH RESPECT TO THE LICENSE GRANTED TO
LICENSEE HEREUNDER, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, AND LICENSOR
DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL
PROPERTY RIGHT, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SPECIFICALLY
DISCLAIMS ANY WARRANTY THAT THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED
OR ERROR FREE.
(c) LICENSEE ACKNOWLEDGES THAT SOFTWARE, DOCUMENTATION AND/OR CHIPSETS
("RECEIVED ITEM") MAY BE SUBJECT TO EXPORT, IMPORT AND/OR RE-EXPORT
RESTRICTIONS UNDER THE LAWS AND REGULATIONS OF RELATED JURISDICTIONS.
LICENSEE SHALL NOT EXPORT, RE-EXPORT, IMPORT OR OTHERWISE SELL, TRANSFER,
DIRECTLY OR INDIRECTLY, RECEIVED ITEM ACQUIRED HEREUNDER EXCEPT IN STRICT
COMPLIANCE WITH ALL SUCH APPLICABLE LAWS AND REGULATIONS. LICENSEE EXPRESSLY
AGREES THAT RECEIVED ITEM SHALL NOT BE DOWNLOADED, TRANSFERRED 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. LICENSEE HEREBY
REPRESENTS AND WARRANTS 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, LICENSEE AGREES THAT RECEIVED ITEM PROVIDED
HEREUNDER SHALL NOT BE EXPORTED, RE-EXPORTED, OR TRANSFERRED 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). LICENSEE FURTHER ACKNOWLEDGES AND AGREES THAT
IT WILL COOPERATE WITH LICENSOR AND/OR RELATED APPLICABLE JURISDICTION TO
PROVIDE ALL THE NECESSARY ASSISTANCE, INFORMATION AND DOCUMENT TO PROVE ITS
COMPLIANCE WITH THIS SECTION.
(d) Licensor will not be responsible for the following items with respect to
software or technology: (i) not supplied by Licensor (including without
limitation any modifications or additions to the Software or Documentation
made by Licensee), (ii) made in compliance with Licensee's specifications,
(iii) made to adhere to published standards, including but not limited to
GSM, GPRS, EDGE, UMTS(3G), TD-SCDMA, Bluetooth, WAP or successor standards
whether open or restricted; (iv) combined with other products, processes, or
materials where the alleged infringement relates to such combination, (v)
where Licensee continues the activity that is alleged to infringe after
being notified thereof or after being informed of modifications that avoid
the alleged infringement, or (vi) where use of the Software or Documentation
is incidental to an infringement not directly resulting from use of such
Software or Documentation as delivered to Licensee or is not in accordance
with the rights granted in this Agreement. Notwithstanding anything
contained herein to the contrary, Licensee understands and acknowledges that
the payment payable to Licensor hereunder does not include royalties or fees
payable based on adherence of Licensed Product or Application to published
standards, and any such fees are the sole responsibility of Licensee and
Licensee has the sole responsibility to procure license of any intellectual
property right for Licensed Product or Application to comply with such
published standards.
(e) Licensee hereby acknowledges that the Software provided under this Agreement
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 this Agreement and
the license terms of the Third Party Software as specified in the AIoT
Software Manifest or third party software license agreement accompanying
such Third Party Software. Except for the Third Party Software listed in
AIoT Software Manifest which explicitly stated that such Third Party
Software will be provided by Licensor, Licensee expressly acknowledges that
it is Licensee's sole responsibility to obtain from any third party all
proper licenses contained in the Software. NOTWITHSTANDING ANY WARRANTY SET
FORTH UNDER THIS AGREEMENT, LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAWS,
WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
9. Term and Termination
(a) The term of this Agreement shall begin on the Effective Date, and the term
of this Agreement shall continue until terminated in accordance with the
terms of this Agreement.
(b) Either party may terminate this Agreement for any reason or no reason upon
thirty (30) days prior written notice to the other party.
(c) If either party breaches a material provision of this Agreement and does not
cure the breach within thirty (30) days after written notice from the other
party, the non-breaching party shall have the right to terminate this
Agreement, as applicable, by written notice and all such other remedies as
are available at law or equity as limited by the terms of this Agreement.
(d) Licensor shall have the right to terminate this Agreement, as applicable, if
(i) after consultation with Licensee, Licensed Product or Application
designed and developed by Licensee has a material defect or defects that
renders it not commercially feasible to continue the development of Licensed
Product or Application; or (ii) Licensee fails to pay any payment, in whole
or in part, due for the Chipset sold by Licensor to Licensee and does not
cure the breach within thirty (30) days after written notice from Licensor.
(e) Should either party: (i) become insolvent; (ii) make an assignment for the
benefit of creditors; (iii) file or have filed against it a petition in
bankruptcy or seeking reorganization; (iv) have a receiver appointed; or (v)
institute any proceedings for liquidation or winding up; the other party
may, in addition to other rights and remedies it may have, terminate this
Agreement, immediately by written notice.
(f) In the event that this Agreement is terminated, Licensee shall immediately
cease using the Software and Licensor's Confidential Information in any
manner whatsoever and shall return Software and Licensor's Confidential
Information to the Licensor and/or destroy the Software and all the
Licensor's Confidential Information according to Licensor's instruction.
Upon Licensor's request, Licensee shall promptly submit a written
certificate to certify that all Licensor's Confidential Information has been
returned or destroyed by Licensee. However, the license granted under this
Agreement shall survive with respect to Software for use with the Chipset
already purchased by Licensee prior to the termination of this Agreement.
(g) Sections 3, 5, 6, 7, 8, 9(f)-(g), 10 and shall survive the termination of
this Agreement.
10. General Provisions
(a) Terms and conditions contained in this Agreement shall constitute an entire
agreement of the parties hereto. This Agreement supersede any and all prior
or contemporaneous oral or written understandings, warranties,
representations or agreements between or among the parties, relating to the
subject matter hereof.
(b) Licensee shall not assign its rights or delegate its obligation arising
under this Agreement in whole or in part, without Licensor's prior written
consent. Any attempted assignment or delegation by Licensee, without such
consent by Licensor, will be void and constitute a material breach of this
Agreement which would allow Licensor to terminate this Agreement. Subject to
the foregoing, all of the rights and obligations of Licensee under this
Agreement will bind and inure to the benefit of Licensee's respective
successors and permitted assigns.
(c) The parties are independent contractors. Neither has the authority to bind
the other to any third person or act in any way as the representative of the
other, unless otherwise expressly agreed to in writing by authorized
representatives of both parties. This Agreement in no way prohibits Licensor
from licensing any intellectual property to other parties.
(d) This Agreement shall be governed by and construed in accordance with the
laws of Singapore, without regard to any conflict-of-laws rules.
(e) To the extent that any provision, portion or extent of this Agreement is
found invalid, illegal or unenforceable in any jurisdiction, then unless
such provision materially affects the intent and purpose of this Agreement,
that provision, portion or extent shall be severed or deleted herefrom, or
limited in such jurisdiction so as to give effect to the intent of the
parties insofar as possible and the remainder of this Agreement shall remain
binding upon the parties. Unless it materially affects the intent and
purpose of this Agreement, the invalidity or unenforceability of any
provision in one jurisdiction shall not affect the validity or
enforceability of (i) such provision in any other jurisdiction or (ii) any
other provision in any jurisdiction.
(f) The headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
AIOT SOFTWARE LICENSE AGREEMENT V1 MAR 2022
MediaTek Confidential
202203 version