PLEASE READ THIS DOCUMENT CAREFULLY. YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT BEFORE USING OR DOWNLOADING THE PLATFORM (AS HEREAFTER DEFINED). BY USING OR DOWNLOADING THE PLATFORM YOU INDICATE THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT SHOULD BE PRINTED AND RETAINED FOR REFERENCE.
This is a legal agreement between you ("Licensee") and ZiiLABS Pte. Ltd., a Singapore company ("ZiiLABS"). This Agreement states the terms and conditions upon which ZiiLABS offers to license the Platform (as hereinafter defined) to the Licensee. (Both Licensee and ZiiLABS shall together be referred to as the “parties”.)
RECITALS
NOW, THEREFORE, the parties to this Agreement agree as follows:
1.1 IN CONSIDERATION of the parties hereto receiving mutual benefit,receipt of which is hereby acknowledged, subject to the terms and conditions of this Agreement, ZiiLABS (and, to the extent applicable, its licensors) hereby grants to the Licensee the following non-exclusive, non-transferable, limited, revocable, royalty-free, worldwide license rights to use the Platform in accordance with the related documentation as follows:
(a) To internally use the Platform for the sole purpose of developing Licensee products (including but not limited to software applications) solely for use with the IC(s) (as hereafter defined); and
(b) To internally use, evaluate, make and create modifications and derivative works of the Platform solely for use with the IC(s).
The licenses granted in this Section 1.1 do not include, and specifically exclude, without limitation, any and all right or license to market, distribute and sublicense the Platform or any modifications or derivatives of the Platform (or any portions thereof).
1.2 Except as otherwise expressly provided under this Agreement, ZiiLABS does not grant any right to Licensee, and Licensee agrees not to: (i) distribute, sublicense, rent, lease or otherwise transfer the Platform or any part thereof (including but not limited to any manuals or other documentation contained therein); (ii) reproduce, modify, translate or create derivative works based on the Platform or any part thereof; or (iii) decompile, reverse engineer, disassemble or otherwise transform the Platform or any part thereof (including but not limited to the object code of any derivative thereof) to human-readable form, except to the extent such restrictions are prohibited by applicable law.
1.3 Licensee shall not copy any source code contained in the Software (if any), except that Licensee may make one copy of such source code solely for archival or backup purposes and may make copies of such source code solely for internal use by Licensee (or Licensee’s employees, if applicable) who have a valid need to use such for the purposes authorized under this Agreement. All source code contained in the Software shall at all times remain on Licensee’s premises.
1.4 No other license is granted hereunder, whether by implication, estoppel or otherwise and any use not expressly provided for in this Agreement is prohibited. ZiiLABS retains all title to, and ownership of, the Platform and reserves all rights not expressly granted herein.
1.5 The Licensee acknowledges that
(a) the Platform as delivered may contain, and/or may be accompanied by, certain Open Source Software. For the purposes of this Agreement, “Open Source Software” shall mean third party software that is subject to the terms of an Excluded License. “Excluded License” means any license that requires as a condition of use, modification or distribution of software subject to the Excluded License, that such software or other software combined or distributed with such software be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. Additionally, the Platform may require certain Open Source Software to function correctly. To the extent that it is legally permitted to do so, ZiiLABS is under no obligation to supply the Licensee with any Open Source Software; and
(b) the Android OS is the copyright of Google Inc., a Delaware corporation, and where applicable, is licensed under the Apache License, Version 2.0 (the “License”); the Licensee may not use the Android OS except in compliance with the License. The Licensee may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. The Licensee shall refer to the License for the specific language governing permissions and limitations under the License. The Licensee further acknowledges that Android is a trademark of Google Inc. Use of the Android trademark is subject to Google Permissions.
1.6 Licensee represents, warrants and undertakes to:
(a) use the Platform to develop Licensee products and/or applications for use only with ZMS-05, ZMS-08 and/or successor semiconductor devices (“IC(s)”) developed by ZiiLABS or any of its affiliates;
(b) not use the Platform for immoral or illegal purposes;
(c) not translate, lease, rent, loan, redistribute, transfer, sub-lease or sub-license the Platform, any modifications thereof, or any portion thereof;
(d) not use the Platform, or any part thereof, for any commercial purposes, including but not limited to distribution and/or sales purposes, before entering into a separate written commercial agreement with ZiiLABS;
(e) not use the Platform and IC(s) (or any part thereof) for any purpose related to the development, production, use or stockpiling of weapons of mass destruction (nuclear weapons, chemical weapons, biological weapons or missiles), or for use in nuclear facilities, medical, military, aircraft, flight control, space or life support equipment;
(f) not resell any part of the Platform or IC(s) to any party if Licensee knows or suspects that the end-use of any part of such Platform or IC(s) is destined for an activity that is related to the development production, use or stockpiling of weapons of mass destruction, or for use in nuclear facilities, medical, military, aircraft, flight control, space or life support equipment;
(g) not, during the term of this Agreement, make or enter into any agreement with any third party that is inconsistent with any of the provisions of this Agreement;
(h) not (i) create derivative works of the Platform in any manner that would cause the non-Open Source Software components of the Platform (if any) in whole or in part to become subject to any of the terms of an Excluded License; or (ii)distribute any part of the Platform (or derivative works thereof) in any manner that would cause the non-Open Source Software components of the Platform (if any) to become subject to any of the terms of an Excluded License;
(i) not hack or disable any security, digital rights management, digital signing, and/or authentication systems implemented by the Platform and/or IC(s) (including but not limited to any IC(s) operating system);
(j) not develop any products or applications pursuant to this Agreement that uses excessive bandwidth of any wireless or cellular networks;
(k) use the API documented in the Platform (if any) and/or otherwise provided by ZiiLABS in the Licensee products (including but not limited to software applications) permitted to be developed under this Agreement arising from the use of the Platform. If any such application is using a location API, such applications shall comply with all applicable privacy laws and shall not violate any personal privacy rights of any applicable third party. In addition, the Licensee shall use best efforts to ensure that such Licensee products work well with other applications and products;
(l) clear by obtaining all necessary licenses and approvals and pay all royalties, copyrights and patents associated with the application(s) and content developed under this Agreement;
(m) not use the Platform, or any portion thereof, to develop a standalone web browser;
(n) to abide by any certification/qualification programme of ZiiLABS for any applications developed by Licensee under this Agreement (but this does not apply to any such applications distributed before the introduction of such certification/qualification programme by ZiiLABS); and
(o) be responsible for ensuring compatibility of the Platform and/or any Licensee product (including but not limited to software applications) with any national or international telecommunication network.
2.1 The Platform and all Upgrades (as defined hereafter) thereto are owned by ZiiLABS and/or its licensors, and is protected by the intellectual property laws of the United States and other jurisdictions, and international treaty provisions. Subject to the license granted to Licensee in Section 1.1, ZiiLABS retains all rights, title and interest in and to the Platform. Licensee retains all right, title and interest in and to all modifications to, and derivatives of, the Platform made by Licensee, subject to ZiiLABS’ rights in, and ownership of, the original, unmodified Platform (including any portion thereof). The Software is licensed and not sold, and any and all references to "sale" or "sold" for any such software shall be deemed to mean a license, and no ownership or assignment of any intellectual property rights is intended nor shall be implied thereby. Without limitation, ZiiLABS and/or its licensors retain all intellectual property rights in the IC(s).
3.1 The Licensee may not remove the copyright notice from any copy of the Platform (or any portion thereof) or any copy of the written materials (if any) accompanying the Platform and the Licensee must reproduce all copyright and other proprietary rights notices included in the originals of the Platform on all products incorporating the Platform or portions thereof.
4.1 The Licensee warrants that to the extent any third party consentor license is required in order to make use of the license granted herein, the Licensee shall have obtained the grant of the relevant license from the relevant third party(ies) or hereby agree that the Licensee will do so prior to any such use.
5.1 ZiiLABS shall have the right to inspect the books, records and premises of Licensee relating to the Platform to verify compliance with Licensee’s obligations under this Agreement during the term of this Agreement and for two (2) years after the termination of this Agreement.
6.1 The Licensee may make one (1) archival copy of the machine-readable portion of the Software for backup purposes only, provided that the Licensee reproduces on the copy all copyright and other proprietary rights notices pursuant to Section 3.1.
7.1 Technical support and new versions of the Platform which may correct errors and/or new features (“Upgrades’) may be made available to the Licensee at ZiiLABS’ sole discretion and at such cost (if any) as specified at the time. ZiiLABS has no obligation to (i) provide technical support, (ii) provide new versions of the Platform or (iii) notify Licensee when Upgrades are released.
8.1 The Licensee acknowledges that the Platform contains trade secrets and other proprietary information of ZiiLABS and its licensors. Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where the Licensee is located, the Licensee may not decompile, disassemble, create derivative works or otherwise reverse engineer the Platform, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the Platform. In particular, the Licensee agrees not to transmit the Platform or display the Platform's object or source code for any purpose on any computer screen or to make any hardcopy memory dumps for any purpose of the Platform's object or source code. If the Licensee believes that it requires information related to the interoperability of the Platform with other programs, the Licensee shall not decompile or disassemble the Platform to obtain such information, and the Licensee agrees to request such information from ZiiLABS. Upon receiving such a request, ZiiLABS may determine whether the Licensee requires such information for a legitimate purpose and, if so, ZiiLABS may provide such information to the Licensee within a reasonable time and on reasonable conditions.
8.2 THE PLATFORM IS NOT DESIGNED, AUTHORIZED OR WARRANTED TO BE SUITABLE FOR USE IN NUCLEAR FACILITIES, MEDICAL, MILITARY, AIRCRAFT, SPACE OR LIFE SUPPORT EQUIPMENT NOR IN APPLICATIONS WHERE FAILURE OR MALFUNCTION OF THE PLATFORM CAN REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, DEATH OR PROPERTY OR ENVIRONMENTAL DAMAGE. INCLUSION AND/OR USE OF THE PLATFORM IN SUCH FACILITIES, EQUIPMENT OR APPLICATIONS, WITHOUT PRIOR AUTHORIZATION IN WRITING OF ZIILABS, IS NOT PERMITTED AND IS AT LICENSEE’S OWN RISK. LICENSEE AGREES TO FULLY INDEMNIFY ZIILABS, ITS AFFILIATES AND THEIR THIRD PARTY SUPPLIERS FOR ANY DAMAGES RESULTING FROM SUCH INCLUSION OR USE.
9.1 The term of this Agreement commences on the earlier of the date of receipt of any portion of the Platform or its use, and shall continue to be in effect until terminated pursuant to Sections 9.2 or 9.3.
9.2 Either party may terminate this Agreement without cause by giving the other party not less than thirty (30) days‘ prior written notice.
9.3 ZiiLABS shall have the right to terminate this Agreement immediately if: (a) the Licensee fails to comply with any term or condition of this Agreement; (b) the Licensee admits in writing its inability to pay its debts generally as they become due, files a petition for bankruptcy or executes an assignment for the benefit of creditors or similar document; (c) a receiver, trustee in bankruptcy or similar officer is appointed for the Licensee‘s property; (d) a majority interest of the equity or assets of the Licensee is transferred to an unrelated third party; or (e) this Agreement is assigned without the prior written consent of ZiiLABS.
9.4 Upon termination of this Agreement, all rights granted hereunder shall revert to ZiiLABS and Licensee shall cease and desist all use of the Platform immediately. Licensee shall deliver to ZiiLABS or destroy (at ZiiLABS’ discretion) all full or partial copies of the Platform in Licensee’s possession or under its control within three (3) days of termination, and will warrant to ZiiLABS in writing such destruction or delivery (if the Licensee is not an individual, this will be carried out by an officer of Licensee). Notwithstanding termination, ZiiLABS reserves the right to enforce any and all rights provided by law or in equity and all rights are cumulative. The provisions of this Agreement that protect the proprietary rights of ZiiLABS will continue in force after termination, including but not limited to clauses 1.2, 1.4, 1.5, 1.6(b), 1.6(d), 1.6(e), 1.6(f), 1.6(g), 1.64(i), 1.6(j), 1.6(o), 2, 3, 5, 8, 9.4, and 10 through 17.
10.1 ANY USE BY THE LICENSEE OF THE PLATFORM IS AT THE LICENSEE’S OWN RISK. THE PLATFORM IS PROVIDED FOR USE ONLY WITH IC(S) AS STATED IN CLAUSE 1.6(A). EXCEPT FOR ANY APPLICABLE LIMITED HARDWARE WARRANTY THAT MAY BE PROVIDED WITH THE PLATFORM, THE PLATFORM IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZIILABS AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. ZIILABS IS NOT OBLIGATED TO PROVIDE ANY UPDATES OR UPGRADES TO THE PLATFORM OR OTHERWISE PROVIDE ANY SUPPORT FOR THE PLATFORM.
10.2 ZiiLABS does not warrant that the functions contained in the Platform will meet the Licensee’s requirements or that the operation of the Platform will be uninterrupted, error-free, or free from malicious code. For purposes of this paragraph, “malicious code” means any program code designed to contaminate other computer programs or computer data, consume computer resources, modify, destroy, record, or transmit data, or in some other fashion usurp the normal operation of the computer, computer system, or computer network, including viruses, Trojan horses, droppers, worms, spyware, logic bombs, and the like.
10.3 Further, ZiiLABS shall not be liable for the accuracy of any information provided by ZiiLABS or third-party technical support personnel, or any damages caused, either directly or indirectly, by acts taken or omissions made by the Licensee as a result of such technical support.
10.4 Any representation, other than the warranties set forth in this Agreement, will not bind ZiiLABS. The Licensee assumes full responsibility for the selection of the Platform to achieve the Licensee’s intended results, and for the use and results obtained from the Platform. The Licensee also assumes the entire risk as it applies to the quality and performance of the Platform.
10.5 Some countries/states do not allow the exclusion of implied warranties, so the above exclusion may not apply to the Licensee. ZiiLABS disclaims all warranties of any kind if the Platform was customized, repackaged, or altered in any way by any party other than ZiiLABS.
10.6 IN NO EVENT WILL ZIILABS’ LIABILITY TO THE LICENSEE OR ANY OTHER PERSON EVER EXCEED THE AMOUNT PAID BY THE LICENSEE TO USE THE PLATFORM, REGARDLESS OF THE FORM OF THE CLAIM.
11.1 IN NO EVENT SHALL ZIILABS, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM AND/OR ANY DERIVATIVE OF THE PLATFORM, EVEN IF ZIILABS, ITS AFFILIATES, OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
11.2 Without limitation, ZiiLABS, its affiliates, and its licensors will not be liable for (i) any alleged infringement of a Standard or any other patent rights of third parties; or (ii) any claim of personal injury or property damage arising from the use of any part of the Platform or IC(s). A Standard means any standard that is promulgated by any standards development organization, consortium, trade association, special interest group, or like entity, for the purpose of widespread adoption. Solely by way of illustration, a Standard may include, but is not limited to, a technical specification promulgated by organizations like the ITU, ISO, IEC, 3GPP, MPEG, W3C, IETF (various standard development organizations); Infiniband (various trade associations); UPnP (various consortia); USB, SALT Forum (various special interest groups), OMA, etc..
12.1 ZiiLABS, its affiliates, and its licensors shall have no liability for, and Licensee shall defend, indemnify and hold ZiiLABS, its affiliates, and its licensors, and their respective directors, officers and employees harmless from and against any claim, loss, demand, liability, obligation or expenses (including reasonable attorneys’ fees) based upon or arising out of any loss, costs, damage, or any claim, including but not limited to, any personal or property damages, arising out of, pertaining to, or resulting in any way from (i) a breach of this Agreement, or (ii) a claim that any Licensee hardware or software, infringes any HSDPA, UMTS, EDGE and/or GSM essential patents defined by ETSI/3GPP, and/or any other third party intellectual property rights, and shall reimburse all costs incurred by ZiiLABS in defending any claim, demand, suit or proceeding for such breach, provided ZiiLABS gives Licensee notice in writing of any such suit or proceeding.
13.1 In the absence of any applicable Non-Disclosure Agreement entered into between the parties, the confidentiality obligations of the Licensee contained in this Section 13 herein shall continue without limit in point of time but shall, subject to the provision of sufficient relevant documentary evidence by the Licensee, cease to apply to any information coming into the public domain otherwise than by breach by the Licensee of its obligations contained in this Agreement. Licensee will not release, disclose or otherwise permit access to the Platform or any Confidential Information provided by ZiiLABS or any of its affiliates pursuant to this Agreement, or use such Confidential Information in such a way that any third party can gain access to such Confidential Information. Licensee shall not disclose or cause to be disclosed the Platform or any other Confidential Information contained therein to any third party unless with the prior written consent of ZiiLABS, and such consent may be granted or withheld at ZiiLABS’ sole discretion. Licensee agrees to clearly mark any permitted copy of information and derivatives by legend as “Confidential.” Licensee shall only disclose the Platform and Confidential Information to its employees strictly on a need-to-know basis. Licensee warrants that all those individuals having access to the Platform and Confidential Information under this Agreement will be subject to terms not less protective than the terms of this Agreement with respect to such Platform and other Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean information or material proprietary to ZiiLABS of which Licensee may obtain knowledge or access. "Confidential Information" includes, but is not limited to, the following types of information and other information of a similar nature, whether or not set forth in writing: discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source code, object code, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, "know-how", marking techniques and materials, marketing and development plans, employee names, customer names and other information related to customers, price lists, pricing policies and financial information. "Confidential Information" shall also include any information described as proprietary or designated as confidential information, whether or not owned or developed by ZiiLABS, and whether or not copyrighted, and information disclosed to ZiiLABS by any third party which information ZiiLABS is obligated to treat as confidential or proprietary information, and shall also include confidential information disclosed by any ZiiLABS affiliate.
13.2 Licensee acknowledges that the unauthorized use, transfer, sublicensing or disclosure of the Platform (or copies thereof) or any Confidential Information will cause irreparable injury to ZiiLABS, and under such circumstances ZiiLABS shall be entitled to equitable relief, including, but not limited to, preliminary and permanent injunctive relief, and Licensee waives any requirements that a bond be posted.
13.3 Licensee further acknowledges that (i) ZiiLABS has no obligations under this Agreement to keep confidential any information received from Licensee, and that (ii) ZiiLABS may currently or in the future be developing information, applications or technology internally, or receiving information or technology from third parties that may be similar to the Licensee’s products (including but not limited to software applications) developed hereunder. Accordingly, nothing in this Agreement will be construed as a representation, agreement or inference that ZiiLABS will not develop products or technology, or have products developed for it, or enter into joint ventures, alliances, or licensing arrangements that compete with the products or applications developed by Licensee hereunder.
14.1 The Platform and related documentation are provided with Restricted Rights: use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (b)(3)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
15.1 The recitals shall form part of this Agreement.
15.2 The Licensee warrants that it is properly authorized to enter into, and be bound by the terms of, this Agreement.
15.3 This Agreement is binding on the Licensee and on any permitted successors and assignees.
15.4 All notices, authorizations, and requests in connection with this Agreement shall be in writing and shall be mailed by registered or certified mail, postage prepaid or otherwise delivered by hand or by expedited courier, or by facsimile (with confirmation of successful transmission), and in the case of ZiiLABS, notices can also be made by ZiiLABS via e-mail.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given if delivered personally, facsimile or e-mail or, if sent by mail, at the earlier of its receipt or five (5) days after being deposited in the mail, postage pre-paid, certified, or registered, return receipt requested, or, if sent by overnight courier, at the earlier of its receipt or two (2) days after being deposited with such overnight courier.
15.5 Licensee shall not assign or transfer this Agreement or all or any part of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of ZiiLABS. Any unauthorized assignment or transfer shall be null and void and shall constitute a default, entitling ZiiLABS to immediately terminate this Agreement under clause 9 above. This Agreement shall inure to the benefit of and be binding upon any successor or permitted assignee.
15.6 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction of and venue in the courts of the Republic of Singapore. The parties agree that any and all process directed to any of them in any applicable proceedings may be served outside the Republic of Singapore with the same force and effect as if services had been made within the Republic of Singapore. Judgments rendered by a court in the Republic of Singapore shall be binding on the parties and may be entered and enforced in any applicable court outside of the Republic of Singapore. The parties disclaim the United Nations Convention on Contracts for the International Sale of Goods, which shall not apply to this Agreement or the parties’ performance hereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.
15.7 The Platform and all related information or materials are subject to export controls and U.S. government and any applicable foreign export regulations. Licensee will not export, re-export, divert, transfer or disclose, directly or indirectly the Platform and any related information or materials without complying strictly with all legal requirements including without limitation obtaining the prior approval of the U.S. Department of Commerce. Licensee will execute and deliver to ZiiLABS such “Letters of Assurance” as may be required under applicable export regulations. Licensee shall indemnify ZiiLABS against any liability or loss related to Licensee’s failure to conform to these requirements.
15.8 If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.
15.9 This Agreement contains the entire understanding and agreement between the parties respecting the subject matter hereof and all prior negotiations, understandings, representations and agreements of the parties, whether oral or written, with respect to the subject of this Agreement are superseded in its entirety. If there is any conflict between the terms of this Agreement and the terms of any agreement included with any software stated in Exhibit A, the terms of this Agreement shall prevail. The Licensee agrees that ZiiLABS will not have any liability for any statement or representation made by ZiiLABS, its agents or anyone else (whether innocently or negligently) upon which the Licensee relied upon entering this Agreement, unless such statement or representation is proven to have been made fraudulently.
15.10 ZiiLABS reserves the right to make changes to amend, change, modify or otherwise update the terms and conditions of this Agreement from time to time ("Updates"), at its sole discretion, at any time without notice to Licensee. Such Updates shall be effective immediately upon posting onto ZiiLABS‘ web site or other web sites referred to by ZiiLABS. The Licensee understands and agrees that if it uses the Platform, or any portion thereof, after the date on which such terms have changed, ZiiLABS will treat the Licensee’s use as acceptance of the updated terms. The Licensee agrees that it shall check for any Updates from time to time, and to review them. If a modification is unacceptable to Licensee, Licensee’s sole remedy is to terminate the Agreement by ceasing use of the Platform. Subject to the foregoing of this Section 15.10, this Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party’s duly authorized representative.
15.11 If any action at law or in equity, including an action for declaratory relief or injunctive relief is brought to enforce or interpret the provisions of this Agreement, the prevailing party in any such action shall be entitled to reasonable attorneys’ fees and court costs in addition to any other relief to which the party may be awarded.
15.12 All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.
15.13 Any waiver by either party of any default or breach hereunder shall not constitute a continuing waiver of such provision of this Agreement or of any subsequent default or breach of the same or a different kind.
15.14 The parties to this Agreement are independent contractors. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, agency relationship between the parties. Neither party shall make any statements, representations or commitments of any kind or take any action binding on the other, except to the extent (if any) provided for in this Agreement.
15.15 All communications, agreements, documents, proceedings and/or contractual arrangements in connection with this Agreement must be written in, or translated by a sworn translator into the English language. If there is any conflict in meaning between the English language version of this Agreement and any version or translation of this Agreement in any other language, the English language version shall prevail.
Exhibit A
Plaszma OS, BSP and SDK
Android OS, BSP and SDK
Z5010 Baseboard and Modules
Z5010 Schematics
Z5010 Gerber
Z5010 Bill of Materials
ZMS-05 System Module Data Sheet