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THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY
BINDING AGREEMENT BETWEEN Invensense, Inc. ("LICENSOR") AND
YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY
TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION
PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE
SOFTWARE OR DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE
SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL
ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND
SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Special Definitions
a. The term "Android" means the open source mobile platform, software
stack, operating system, middleware, application programming
interfaces and mobile applications under the trade-name "Android"
distributed at Android.com.
b. The term "Android Applications" means a software application or
open-source contribution developed by You, designed to operate with
Android that does not contain or incorporate any of the Software.
c. The term "Authorized Android Enabled Device" means only the device
identified on the site from which You downloaded the Software.
The term "Software" means the Licensor's proprietary software and
libraries in object code form, designed for use on the Authorized
Android Enabled Device.
d. The term "Authorized Android Enabled Device Software" means a
packaged build for Authorized Android Enabled Devices, consisting
of files suitable for installation on an Authorized Android Enabled
Device using a mechanism such as fastboot mode or recovery mode.
2. License Grant
a. Subject to the terms of this Agreement, Licensor hereby grants to
You, free of charge, a non-exclusive, non-sublicensable,
non-transferable, limited license, during the term of
this Agreement, to download, install and use the Software
internally in machine-readable (i.e., object code) form and the
Documentation for non-commercial use on an Authorized Android
Enabled Device and non-commercial redistribution of the Authorized
Android Enabled Device Software (the "Limited Purpose"). You may
grant your end users the right to use the Software for
the Limited Purpose.
The license to the Software granted to You hereunder is solely for
the Limited Purpose set forth in this section, and the Software
shall not be used for any other purpose.
3. Restrictions
a. Retention of Rights. The entire right, title and interest in the
Software shall remain with Licensor and, unless specified in
writing hereunder, no rights are granted to any of the Software.
Except for the right to use the Software for the Limited Purpose,
the delivery of the Software to You does not convey to You any
intellectual property rights in the Software, including, but not
limited to any rights under any patent, trademark, copyright, or
trade secret. Neither the delivery of the Software to You nor any
terms set forth herein shall be construed to grant to You, either
expressly, by implication or by way of estoppel, any license under
any patents or other intellectual property rights covering or
relating to any other product or invention or any combination of
the Software with any other product. Any rights not expressly
granted to You herein are reserved by Licensor.
b. No Commercialization or Distribution of the Software and
Documentation. Except as expressly provided in Section 2 of this
Agreement, You shall have no right to (i) copy, disclose,
distribute, publically perform, publically display, transfer,
alter, modify, translate, disassemble, decompile, reverse engineer,
or adapt the Software and Documentation, or any portion thereof, or
create any derivative works based thereon; (ii) rent, lease,
assign, sublicense, resell, disclose or otherwise transfer the
Software and Documentation in whole or in part to any third party
(iii) use the Software and Documentation except for the Limited
Purpose, (iv) remove or alter any of the copyright or proprietary
notices contained in any of the Software and Documentation. For the
purposes of clarity, nothing in this Agreement prohibits You from
making and distributing Android Applications under commercial or
non-commercial terms, provided that You shall not contain,
incorporate, and/or compile the Software or any of its derivative
works, in whole or in part, into Your Android Applications and/or
any software/devices created by You or by third parties acting on
Your behalf. You and any such third party shall comply with all of
the terms and conditions of this Agreement.
c. No Reverse Engineering. Except for any portions of the Software
provided to You in source code format and except for any third
party code distributed with the Software that is licensed under
contrary terms, You will not reverse engineer, disassemble,
decompile, or translate the Software, or otherwise attempt to
derive the source code version of the Software, except if and to
the extent expressly permitted under any applicable law.
d. Third Party Software. You agree that Android may contain third
party software. You agree that you may not distribute such third
party software for any purpose without appropriate licenses from
the applicable third party or parties.
e. No Transfer or Assignment. You shall not assign any of its rights
or obligations under this Agreement. Any attempted assignment in
contravention of this Section shall be void.
4. Indemnity
a. You agree to indemnify and hold harmless Licensor and
its officers, directors, customers, employees and successors and
assigns (each an "Indemnified Party") against any and all claims,
demands, causes of action, losses, liabilities, damages, costs and
expenses, incurred by the Indemnified Party (including but not
limited to costs of defense, investigation and reasonable
attorney's fees) arising out of, resulting from or related to
(i) any software, products, documentation, content, materials or
derivative works created or developed by You using the Software
which causes an infringement of any patent, copyright, trademark,
trade secret, or other property, publicity or privacy rights of any
third parties arising in any jurisdiction anywhere in the world,
(ii) the download, distribution, installation, storage, execution,
use or transfer of such software, products, documentation, content,
materials or derivative works by any person or entity, and/or
(iii) any breach of this Agreement by You. If requested by an
Indemnified Party, You agree to defend such Indemnified Party 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.
5. Limitation of Liability
a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO
CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL
LICENSOR, ITS AFFILIATES AND/OR ITS DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT
LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD,
INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO
THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.
IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY
TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF
ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE,
INDEMNIFICATION OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS
(US$100). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE
DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THE PARTIES HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK
AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS
PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE
PARTIES.
6. No Warranty
a. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST
INFRINGEMENT, 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 A
WARRANTY OR REPRESENTATION BY LICENSOR (I) AS TO THE VALIDITY OR
SCOPE OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT
AND (II) 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. Licensor SHALL NOT HAVE ANY OBLIGATION TO
PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER THIS AGREEMENT.
7. Term and Termination
a. This Agreement shall be effective on the date You accept this
Agreement and shall remain in effect until terminated as provided
herein. You may terminate the Agreement at any time by deleting and
destroying all copies of the Software and all related information
in Your possession or control. This Agreement terminates
immediately and automatically, with or without notice, if You fail
to comply with any provision hereof. Additionally, Licensor may at
any time terminate this Agreement, without cause, upon notice to
You. Upon termination You must delete or destroy all copies of the
Software in Your possession, and the license granted to You in this
Agreement shall terminate. Sections 3, 4, 5, 6 and 8 shall survive
the termination of this Agreement.
8. Miscellaneous
a. Governing Law. This Agreement is governed and interpreted in
accordance with the laws of the State of California without giving
effect to its conflict of laws provisions. The United Nations
Convention on Contracts for the International Sale of Goods is
expressly disclaimed and shall not apply. Any claim arising out of
or related to this Agreement must be brought exclusively in a
federal or state court located in Santa Clara County, California
and You consent to the jurisdiction and venue of such courts.
b. Waiver and Severability. The failure of either party to require
performance by the other party of any provision of this Agreement
shall not affect the full right to require such performance at any
time thereafter; nor shall the waiver by either party of a breach
of any provision of this Agreement be taken or held to be a waiver
of the provision itself. Severability. If any provision of this
Agreement is unenforceable or invalid under any applicable law or
is so held by applicable court decision, such unenforceability or
invalidity shall not render this Agreement unenforceable or invalid
as a whole, and such provision shall be changed and interpreted so
as to best accomplish the objectives of such unenforceable or
invalid provision within the limits of applicable law or
applicable court decisions.
c. Amendment and Modification. This Agreement and any of its terms and
provisions may only be amended, modified, supplemented or waived in
a writing signed by both parties hereto.
d. Compliance with Laws. You shall comply with all applicable laws,
rules, and regulations in connection with its activities under this
Agreement.
e. Entire Agreement. This Agreement completely and exclusively states
the agreement between You and Licensor regarding this subject
matter.
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