LM80-P0598-3 Rev. A MAY CONTAIN U.S. AND INTERNATIONAL EXPORT CONTROLLED INFORMATION 66
BExhibit 1
1. PLEASE READ THIS LICENSE AGREEMENT (“AGREEMENT” ) CAREFULLY. THIS AGREEMENT IS A BINDING
LEGAL AGREEMENT ENTERED INTO BY AND BETWEEN YOU (OR IF YOU ARE ENTERING INTO THIS AGREEMENT
ON BEHALF OF AN ENTITY, THEN THE ENTITY THAT YOU REPRESENT) AND QUALCOMM TECHNOLOGIES, INC.
(“QTI” “WE” “OUR” OR “US”). THIS IS THE AGREEMENT THAT APPLIES TO YOUR USE OF THE DESIGNATED AND/OR
ATTACHED DOCUMENTATION AND ANY UPDATES OR IMPROVEMENTS THEREOF (COLLECTIVELY,
“MATERIALS”). BY USING OR COMPLETING TH E INSTAL LATI ON OF THE MATERIA LS , YOU AR E ACCEPT IN G THIS
AGREEMENT AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE
TERMS, QTI IS UNWILLING TO AND DOES NOT LICENSE THE MATERIALS TO YOU. IF YOU DO NOT AGREE TO
THESE TERMS YOU MUST DISCONTINUE AND YOU MAY NOT USE THE MATERIALS OR RETAIN ANY COPIES OF THE
MATERIALS. ANY USE OR POSSESSION OF THE MATERIALS BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT.
License. Subj e ct to the terms and condition s o f this Agreement , including , without limitation, the restrictions, conditions,
limita t i o ns and exclusio ns se t forth in this Agreement, Qualcomm Technologi es , Inc. (“QTI”) hereby grants to you a nonexclusive, limited
license under QTI ’s copyrights to use the attached Materials; and to reproduce and redistribute a reasonable num ber of copies of the Materials.
You may not use Qualcomm Technologies or its affiliates or subsidiaries name, logo or trademarks; and copyright, trademark, patent and an y
other notices that appear on the M aterials may not be rem o v e d or obscured. QTI shall be free to use suggestions, feedback or other information
received from You, wi t h ou t obligation of any kind to You. QTI may immediat el y terminate this Agreement upon your breach. Upon
termination of this Agreement, Sections 1.2-4 shall survive.
Indemnification. Y ou agree to indemnify and hold harm less QTI and its officers, directors, emplo yees and successors and assigns
against any and all third party claims, de ma nds, caus es of action, losses, liabilities, damages, costs an d exp en s e s, incurred by QTI (including
but not limited to costs of defense, investigation and reasonable attorney’s fees) arisi ng out of, resulting from or related to: (i) any breach of
this Agreement by You; and (ii) your acts, omissions, products and services. If requested by QTI, You agree to defend QTI in connection with
any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing.
Ownership. QTI (or its licensors) shall retain title an d all ownership rights in and to the Materials and all copies the reof, and
nothing herein shall be deemed to grant any right to You under any of QTI's or its affiliates’ patents. You shall not subject the Materials to any
third party license terms (e.g., open source license terms). You shall not use the Materials for the purpos e of identifyin g or prov iding e vid ence
to support any potential patent infringement claim against QTI, its affiliates, or any of QTI’s or QTI’s affiliates’ suppliers and/or di re ct or
indirect customers. QTI hereby reserves all rights not expressly granted herein.
WARRANTY DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE MATERIALS
IS AT YOUR SOLE RISK. THE MATERIALS AND TECHN IC AL SUPPORT, IF ANY, ARE PROVIDED “AS IS” AND WITHOUT
WARRANTY OF ANY KIND, WHETHER EXP RE S S OR IMPLIED. QTI ITS LICENS OR S AND AFFILIA TE S MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS OR ANY OTHER INFORMATION OR
DOCUMENTATION PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANT AB IL I T Y OR FIT NE SS FOR A PARTIC UL AR PURPOSE OR AGAIN S T INF RINGEMENT, OR ANY EXPRESS OR
IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF
PERFORMANCE. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS (I) A WARRANTY OR
REPRESENTATION BY QTI, ITS LICENSORS OR AFFILIATES AS TO THE VALIDITY OR SCOPE OF ANY PATENT,
COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT OR (II) A WARRANTY OR REPRESENTATION BY QTI THAT ANY
MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS OF OTHERS, AND IT SHALL BE THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH DETERMINATION
AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL
PROPERTY OF THIRD PARTIES.
LIMITATION OF LIABILITY. IN NO EVENT SHALL QTI, QTI’S AFFILIATES OR ITS LICENSORS BE LIABLE TO
YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST
PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE, OR THE
DELIVERY OR FAILURE TO DELIVER, ANY OF THE MATERIALS, OR ANY BREACH OF ANY OBLIGATION UNDER THIS
AGREEMENT, EVEN IF QTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION
OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER YOUR REMEDIES HEREUNDER
ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THE ENTIRE LIABILITY OF QTI, QTI’s AFFILIATES
AND ITS LICENSORS, AND THE SOLE AND EXCLUSIVE REMEDY OF YOU, FOR ANY CLAIM OR CAUSE OF ACTION
ARISING HEREUNDER (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED US$10.
2. COMPLIANCE WITH LAWS; APPLICABLE LAW. You agree to comply with all applicable local, international and national
laws and regulations and with U.S. Export Adm inistration Regulatio ns, as they apply to the subject matter of this A greem ent. This Agreement is
governed by the laws of the State of California, excluding California’s choice of law rules.
3. CONTRACTING PARTIES. If the Materials are downl oaded on any computer o w ne d by a corporation or other l e ga l entity, then this
Agreement is formed by and between QTI and such entity. The individual accepting the terms of this Agreement represents and warrants to QTI
that they have th e autho rity to bind such entity to the terms and conditions of this Agree m ent.
4. MISCELLANEOUS PROVISIONS. This Agreement, together with all exhibits attached hereto, which are incorporated herein by
this reference, constitutes the entire agreement between QTI and You and supersedes all prior negotiations, representations and agreements
between the parties with respect to the subject matter hereof. No addition or modification of this Agreement shall be effective unless made in
writing and signed by the respective representatives of QTI and You. The restrictions, limitations, exclusions and conditions set forth in this
Agreement shall apply even if QTI or any of its affiliates becomes aware of or fails to act in a manner to address any violation or failure to
comply therewith. You hereby ackno wledge and agree that the restri ctions, limitations, condition s and exclusions i mposed in this Agreement on