License Agreement. between

Transcription

1 License Agreement between Toshiba Electronics Europe GmbH Hansaallee 181, Düsseldorf registered with the commercial register of the court of Düsseldorf under HRB hereinafter Licensor - and USER - hereinafter Licensee - (Licensor and Licensee hereinafter collectively also referred to as Parties )

2 Preamble Licensor has developed and is currently selling Bluetooth chips with the internal reference number TC35661,-501 and/or TC35667 (hereinafter referred to as Chip ) to its customers. Licensor s customers assemble Licensor s Chip into their own module products (hereinafter Product ) and resell their Products to their corporate customers. In order for Licensor s Chip to operate properly, to enable the Chip to run with the Products and to enable Products to connect to external devices of third parties such as mobile phones, tablets or other wireless devices, software is required. Licensor is not obligated by any agreement of the Parties to provide such software to Licensee. Neither is Licensee in any way obligated to use any software of Licensor for the Chips. However, for reference purposes, Licensor has decided to provide software packages for use with the Chip to Licensee free of charge ( 516 German Civil Code). This software package consists of a driver and application code to operate the Chip in a Product. The software can be used on a host processor or inside the Chip itself. Different versions and packages are released by Licensor. In addition Licensor offers software that can be used on Android mobile devices in order to enable the Chip (or the Product) and the mobile device to connect to each other (this software hereinafter collectively referred to as Software ). This Software License Agreement (hereinafter SLA ) is to set forth the terms and conditions for use of the Software by Licensee. 1. Copyright Licensee acknowledges that Licensor is the developer and sole owner of all copyright to Software. 2. License 2.1 Licensor hereby grants to Licensee a non-exclusive, non-transferrable right and license to install and use the Software on the Chip, host processors and/or mobile phones in the extent necessary to use and/or operate the Chip in accordance with the terms and conditions stated in this SLA (hereinafter License ). The Parties agree that the License hereunder is granted to Licensee free of charge and thus the provisions of 516 German Civil Code (and following) are applicable to the grant of the License. 2.2 Licensee acknowledges it receives only a limited license to use the Software and that Licensee shall obtain no title, ownership nor any other rights in or to the Software nor in or to the algorithms, concepts, designs and ideas represented by or incorporated in

3 the Software. Licensee may only use the Software in conjunction with the use of the Products. This is a license agreement and not an agreement for sale. 2.3 Licensee may use the Software solely for the purpose of using the Chip or Product. Unless otherwise provided for in this SLA, Licensee may not assign, transfer, distribute or otherwise make the Software available to any third party, by time-sharing, renting, leasing or otherwise, without the prior written consent of Licensor. 2.4 Licensee may not remove any copyright, trademark or other notice or product identification from the Software and shall reproduce and include in its entirety any such notice or product identification on any copy of the Software. 2.5 This License does not grant the Licensee any right to any enhancements of or updates to the Software, nor is Licensor obligated to provide any support services. Licensor may choose to provide support services by its own choice but is not in any way obligated to do so. 2.6 Licensee acknowledges that Software is not designed or licensed for use in equipment or systems that require extraordinarily high levels of quality and/or reliability and/or where a malfunction can cause loss of human life, bodily injury, serious property damages or serious public impact ( Unintended Use ). 3. Term and Termination This SLA is effective until terminated. Licensee may terminate this License at any time by destroying or returning to Licensor at Licensees expense, all copies of the Software in any form. This SLA will also terminate effective immediately if Licensee fails to comply with any term or condition contained herein. Upon any such termination, Licensee agrees to destroy or return to Licensor, at Licensees expense, the Software together with all copies thereof in any form. 4. Warranty 4.1 Licensee expressly acknowledges and agrees that the use of the Software is provided by Licensor solely as a reference free of charge under 516 German Civil Code "AS IS" and without warranty of any kind. Licensor especially does not warrant that the functions contained in the Software will meet Licensees requirements or that the operation of the Software will be uninterrupted or error free. Licensor assumes no responsibility for the accuracy of the Software or for the results obtained by Licensee from using the Software. Licensee assumes full responsibility for selection of the Software and its operation/non-operation and the results obtained therefrom.

4 4.2 In consideration of the fact that the Software is provided solely as reference and free of charge, Licensor to the maximum extent permitted by law disclaims of all warranties, either express or implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and noninfringement. 5. Limitation of Liability 5.1 The liability of Licensor is unlimited in cases of willful misconduct or gross negligence of Licensor, in cases where Licensor has given a guarantee to Licensee or where Licensor has maliciously concealed a defect of the Software. Licensors liability for damages to human life, body or health or its liability in accordance with the German Product Liability Act, is also unlimited. 5.2 Any further liability including, without limitation, any direct, indirect, special, incidental, consequential or punitive damages, loss of goodwill, profits or revenue, business interruption, loss of information or data, even if Licensor has been advised or is aware of the possibility of such damages, is excluded. 6. Export Controls Licensee hereby agrees to strictly comply with any applicable export control regulations, including those of the European Union, Japan and/or the U.S. Export Administration. 7. Governing Law This SLA shall be governed by the laws of the Federal Republic of Germany without regard to its conflict-of-laws provisions. This SLA shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. All disputes arising under or in connection with this SLA shall solely be resolved by the competent courts of Düsseldorf, Germany.

5 8. Entire Agreement The Parties agree that this SLA is the complete and exclusive statement of the agreement between the Parties regarding the Software, which supersedes any proposal or prior agreement, oral or written, and any other communications between the Parties relating to the subject matter of this SLA. Any changes or amendments to this SLA must be made at least in text form. This also applies to this text form requirement. 9. Severability This SLA shall be construed in the light of its purpose. If any part, term or provision of this SLA shall in whole or in part be held as illegal or unenforceable, than such term, provision or part should be replaced by a new valid one, while the remaining part of the SLA and its validity shall not be affected by illegality of the original term, provision or part. 10. Acceptance of Licensor The Parties agree that this SLA shall be concluded as soon as it has been accepted in electronic, text or written form by Licensee and no receipt of acceptance of Licensor by Licensee is required. Both Parties hereby waive of the requirement of receipt of any declaration of acceptance of this SLA by Licensor.