path: root/templates/licenses/ste.txt

SNOWBALL CLICK-WRAP LIMITED LICENSE AGREEMENT FOR APPLICATION DEVELOPERS
("Agreement") ST-Ericsson 2011-10-27

<p>
 This Agreement is a legally binding contract between you - either an 
 individual or a legal entity - (hereinafter referred to as "Licensee") 
 and ST-Ericsson SA, a company incorporated under the laws of 
 Switzerland (hereinafter referred to as "ST-Ericsson"). 
</p>

<p>
 IMPORTANT - PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. THIS IS A 
 LEGALLY BINDING AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON BELOW, 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, DO NOT DOWNLOAD, INSTALL OR 
 OTHERWISE USE THE SOFTWARE. 
</p>

<p>
 ST-Ericsson and Licensee are each hereinafter also referred to as the 
 "Party" and, collectively, as the "Parties." 
</p>

<h2>
 1 DEFINITIONS 
</h2>

<p>
 1.1 Wherever used in this Agreement, the following terms shall have 
 the meanings set forth below: 
</p>

<p>
 "Licensee's Applications" means applications and other software 
 developed by Licensee which are intended to interface with and/or run 
 on the Snowball Kit.
</p>

<p>
 "Limited License Purpose" shall mean the limited license granted under Article 2.1 below.
</p>

<p>
 "Snowball Kit" means the hardware products "SKY-S9500-ULP-Cxy" 
 where x and y are integers between "0" and "9".
</p>

<p>
 "Software" shall mean the ST-Ericsson's software for the A9500 
 platform delivered in binary or in source for the related header 
 files, including any copies and new releases thereof. 
</p>

<p>
 1.2 Other capitalized expressions used in this Agreement shall have 
 the meanings respectively assigned to them elsewhere in this 
 Agreement. 
</p>

<p>
 1.3 Words indicating the singular only also include the plural and 
 vice-versa, where the context so requires. 
</p>

<p>
 1.4 The headings of the Articles in this Agreement are for convenience 
 only and shall not affect the interpretation of this Agreement. 
</p>

<h2>2 LICENSE GRANT</h2>

<p>
 2.1 Subject to the terms and conditions in this Agreement, STEricsson 
 hereby grants to Licensee a non-exclusive, non-transferable, limited 
 license to use and reproduce the Software solely to the extent 
 required in order to (i) develop Licensee's Applications that 
 interface with and/or run with the Snowball Kit; and (ii) integrate 
 the Software with Licensee Application and/or third party software; 
 and (iii) conduct development testing of the Licensee's Applications' 
 or third party software operation in conjunction with the Snowball Kit 
 and/or Licensee's demonstration of such Licensee's Applications in 
 conjunction with the Snowball Kit (hereinafter "Limited License 
 Purpose"). The Licensee is entitled to flash the Software on a 
 commercial product containg the Snowball Kit. The aforesaid license to 
 the Software is provided that all and any use of the Software is 
 solely and exclusively used on the Snowball Kit. 
</p>

<p>
 2.2 Some portion of the Software might contain Open Source 
 Software. Such Open Source Software might be subject to Open Source 
 Terms applicable for each such portion, as further specified in the 
 Software. Such Open Source Software is supplied to Licensee solely 
 under the applicable Open Source Terms and is not subject to the terms 
 of this Agreement. 
</p>

<p>
 2.3 Licensee shall not, and shall not permit any third party to alter, 
 change, modify, adapt, decompile, disassemble, compile or reverse 
 engineer or remove or circumvent any protection or other restrictive 
 technology mechanism of the the Software and/or any and all parts 
 thereof, or otherwise use, sub-license, assign or pledge the Software 
 and/or any and all parts thereof other than what is expressly 
 permitted in accordance with this Agreement. 
</p>

<p>
 2.4 ST-Ericsson shall retain on behalf of itself or the original owner 
 all right title and interest to any ST-Ericsson Intellectual Property 
 Rights, including but not limited to any patents, trademarks, 
 copyrights, and trade secret rights, and title to copies of any and 
 all media bearing the Software or the Snowball Kit and/or any and all 
 parts thereof, and the Licensee acquires no interest under this 
 Agreement to any ST-Ericsson Intellectual Property Rights or other 
 rights other than the Limited License Purpose expressly set forth in 
 this Article 2. 
</p>

<p>
 2.5 Notwithstanding anything to the contrary herein, nothing contained 
 hereunder shall be construed as conferring any right, license or 
 immunity, either directly or by implication, estoppel or otherwise to 
 Licensee or any third party: (i) under any intellectual property 
 rights of any third party; specifically, without limiting the 
 generality of the foregoing, the sale and use of the Products are not 
 licensed under any patents of Telefonaktiebolaget LM Ericsson, or any 
 affiliates of such company; (ii) under any intellectual property 
 rights of STEricsson other than explicitly granted under in this 
 Agreement; or (iii) with respect to any trademark, trade or brand 
 name, a corporate name of ST-Ericsson, or any other name or mark, or 
 contraction abbreviation or simulation thereof. 
</p>


<h2>3 DELIVERY</h2>

<p>
 3.1 All deliveries of the Software are EX-WORKS (Incoterms 2000) at 
 ST-Ericsson's indicated facility. 
</p>


<h2>4 NO REPRESENTATIONS OR WARRANTIES</h2>

<p>
 4.1 The Software is delivered "as is" and all representations and
 warranties, express or implied, are hereby disclaimed, including, but
 not limited to that:
</p>

<p>
 a) the Software or any part thereof is accurate or reliable for any
 purposes whatsoever; and
</p>

<p>
 b) the use of the Software does not infringe any rights that may be
 held by a third party in respect of any such information.
</p>

<p>
 4.2 Licensee acknowledges and agrees that any use of the Software
 and/or the Snowball Kit, or any other part thereof, or any use of
 Licensee's Applications is at Licensee's sole risk.
</p>

<h2>5 WARRANTY DISCLAIMER AND GENERAL LIMITATION OF LIABILITY</h2>

<p>
 5.1 THE SOFTWARE AND/OR SNOWBALL KIT AND ANY AND ALL PARTS THEREOF ARE 
 PROVIDED "AS IS". ST-ERICSSON MAKES NO REPRESENTATIONS OR WARRANTIES 
 WITH RESPECT TO THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF 
 WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED 
 WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 
 PURPOSE. SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE 
 FOREGOING, ST-ERICSSON MAKES NO REPRESENTATION OR WARRANTY THAT (I) 
 THE USE OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF WILL 
 BE UNINTERRUPTED OR ERROR FREE, AND OR (II) ANY USE AND OR 
 DISTRIBUTION OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF, 
 WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, ARE FREE FROM 
 INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND IT 
 SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO MAKE SUCH 
 DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF 
 LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD 
 PARTIES. CONSEQUENTLY, IN NO EVENT SHALL ST-ERICSSON, ITS AFFILIATES 
 OR THEIR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS OR DAMAGES 
 (WHETHER DIRECT, INDRECT OR CONSEQUENTIAL) ARISING FROM ANY USE AND OR 
 DISTRIBUTION OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF, 
 WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, AND OR ARISING BY 
 REASON OF THE FACT THAT THE SOFTWARE AND/OR SNOWBALL KIT AND OR ANY 
 PARTS THEREOF ARE DEFECTIVE OR NON-CONFORMING AND OR ARISING FROM THIS 
 AGREEMENT AND OR ANY BREACH THEREOF. 
</p>

<p>
 5.2 THE PARTIES AGREE THAT ANY RIGHTS AND REMEDIES THE LICENSEE MAY 
 HAVE AND OR ANY OBLIGATIONS THAT ST-ERICSSON MAY HAVE ACCORDING TO LAW 
 OR OTHERWISE WITH RESPECT TO ERRORS AND DEFECTS IN THE SOFTWARE AND/OR 
 OTHER DELIVERABLES AND/OR IN ANY PART THEREOF SHALL HEREBY BE 
 DISCLAIMED. 
</p>

<h2>
 6 TERMINATION 
</h2>

<p>
 6.1 The license and this Agreement are effective until terminated. 
</p>

<p>
 6.2 Licensee agrees that each of the terms and conditions set out in 
 this Agreement are material and that failure of Licensee to comply 
 with these terms and conditions shall constitute sufficient cause for 
 ST-Ericsson to terminate this Agreement. The aforesaid is without any 
 prejudice to other rights ST-Ericsson may have in case of breach of 
 this Agreement. 
</p>

<p>
 6.3 In the event of termination of this Agreement Licensee shall 
 immediately destroy all copies of the Software, including all portions 
 and derivatives thereof. 
</p>

<h2>
 7 EXPORT CONTROL 
</h2>

<p>
 7.1 Licensee recognizes that the Software or any parts thereof may be 
 subject to import and export regulations in certain 
 countries. Licensee agrees that it will not knowingly export, 
 re-export or import products, technology or Software, or any parts 
 thereof, of ST-Ericsson, directly or indirectly, to any country to the 
 extent export to such country at the time of export requires an export 
 license or other governmental approval under any export control laws 
 and regulations, without first obtaining such license or approval. 
</p>

<h2>
 8 COMPLIANCE WITH LAWS 
</h2>

<p>
 8.1 Licensee agrees not to use the Software in violation of, and to 
 comply with any and all applicable law, statute, ordinance or other 
 regulation. 
</p>

<h2>
 9 ENTIRE AGREEMENT 
</h2>

<p>
 9.1 This is the entire agreement between Licensee and ST-Ericsson on 
 the subject matter of this Agreement, and supersedes all 
 representations, undertakings and agreements previously made between 
 the Parties with respect to the subject matter of this Agreement. 
</p>

<h2>
 10 SEVERABILITY 
</h2>

<p>
 10.1 If a court or agency of competent jurisdiction holds any term of 
 this Agreement invalid, illegal, or unenforceable for any reason, the 
 remainder of this Agreement shall be valid and enforceable and such 
 term shall be substituted by a valid and enforceable provision so as 
 to the best accomplish the objectives of such provision in this 
 Agreement. 
</p>

<h2>
 11 GOVERNING LAW AND JURISDICTION 
</h2>

<p>
 11.1 This Agreement shall be governed by and construed in accordance 
 with the laws of Switzerland, without regard to its conflict of laws 
 rules. The application of The United Nations Convention of Contracts 
 for the International Sale of Goods is explicitly excluded. 
</p>

<p>
 11.2 Any and all disputes, differences or questions arising out of or 
 in connection with this Agreement shall be under the exclusive 
 jurisdiction of the Swiss courts and the venue shall be Geneva. 
</p>

<p>
 11.3 Notwithstanding the aforesaid, nothing in this Article 11 shall 
 prevent the Parties from seeking any interim or final injunctive or 
 equitable relief by a court of competent jurisdiction.
</p>