THIS TERMS AND CONDITIONS OF USE FOR THE REIGN OF AMIRA : THE LOST KINGDOM APPLICATION (THE “Agreement”) IS A LEGALLY BINDING AGREEMENT BETWEEN QUALCOMM INNOVATION CENTER, INC. ("QuIC") AND YOU, AS AN INDIVIDUAL OR AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF YOUR COMPANY (“YOU”, “You”, “YOUR” OR “Your”). QuIC IS WILLING TO LICENSE THE REIGN OF AMIRA : THE LOST KINGDOM APPLICATION, INCLUDING ANY UPDATES (AS DEFINED BELOW) AND RELATED DOCUMENTATION THERETO (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “Application”) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. BY CLICKING ON THE “YES” OR “I ACCEPT” BUTTON BELOW (“Effective Date”) 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, QuIC IS UNWILLING TO AND DOES NOT LICENSE THE APPLICATION OR DOCUMENTATION TO YOU, AND YOU MUST CLICK ON THE “NO” OR “I DO NOT ACCEPT” BUTTON. IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION PROCESS AND YOU SHALL NOT USE THE APPLICATION OR RETAIN ANY COPIES OF THE APPLICATION OR DOCUMENTATION. ANY USE OR POSSESSION OF THE APPLICATION BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
1. LICENSE GRANT.
1.1 License to Application. Subject to the terms of this Agreement, QuIC hereby grants to You a personal, non-exclusive, non-sub-licensable, non-transferable, revocable, limited copyright license, during the term of this Agreement, to download, install and use on Your Device (as defined below) the Application in machine-readable (i.e. object code) form only solely for Your personal, non-commercial use.
“Device” shall mean any wireless communications, entertainment and/or computing devices, including cellular phones and advanced wireless devices such as laptop or netbook computers, personal digital assistants or smartphones.
1.2 Documentation. With regard to any related documentation provided to You in connection with the Application, You may reproduce a reasonable number of copies of such documentation, and use such documentation as provided by QuIC on an internal basis only, and solely in support of Your permitted use of the Application hereunder. Distribution of the documentation is prohibited without the express written permission of QuIC, which it can withhold, condition or delay in its sole discretion.
1.3 Application Updates. You agree that the Application from time to time may automatically download and install updates, upgrades and additional features (collectively “Updates”) that QuIC deems reasonable, beneficial to You and/or reasonably necessary. You acknowledge and agree that any obligation QuIC may have to support the previous version(s) may be ended upon the availability of the update, upgrade and/or implementation of additional features. This Agreement shall apply to any Updates that are not distributed with a separate license or other agreement.
1.4 Third Party Licenses. The Application may contain or link to certain software code and/or materials that are written or owned by third parties. The license terms for any such third party software code and materials shall apply to Your use of them and in some instances such third party software code and materials cannot be used or further distributed without a license from the respective owner of such code and materials. You shall be solely responsible to (i) obtain an independent license from such owner with respect to any such use and (ii) comply with all terms and conditions imposed on You in such applicable third party licenses. The delivery of the Application does not convey a license nor imply any rights to use any third party software code or materials. A separate and independent license for such use may be required and You shall be solely responsible to verify whether such license is needed in conjunction with Your use of such third party software code and materials. Furthermore, QuIC does not represent or warrant that such third party licensors have or will continue to license or make available their code and materials to You. . In addition, the Application may contain software that is licensed under one or more Open Source License(s) (as defined below). To the extent it does, the terms and conditions governing Your use of such software shall be in accordance with the Open Source License(s) associated with such software.
1.5 Suggestions and Improvements. QuIC may from time to time receive suggestions, feedback or other information from You concerning the Application and any related documentation. Any suggestions, feedback or other disclosures received from You are and shall be entirely voluntary on Your part. QuIC shall be free to use suggestions, feedback or other information received from You without obligation of any kind to You. You grant QuIC and QuIC Affiliates an irrevocable, non-exclusive, royalty-free, perpetual, worldwide right and license to use, modify, publish, distribute, create derivative works of and sublicense any such suggestions, feedback or other information received from You.
2. NO OTHER LICENSES OR INTELLECTUAL PROPERTY RIGHTS. Neither this Agreement, nor any act by QuIC or a QuIC Affiliate (as defined below) pursuant to this Agreement or relating to the Application or any related documentation (including, without limitation, the provision by QuIC or a QuIC Affiliate of the Application or related documentation), shall provide to You any license or any other rights whatsoever under any patents, trademarks, trade secrets, copyrights or any other intellectual property of QuIC or any QuIC Affiliate, except for the copyright rights expressly set forth in Section 1.1 (License to Application) of this Agreement. You understand and agree that:
(i) Neither this Agreement, nor delivery of the Application or related documentation, grants any right to practice, or any other right at all with respect to, any patent of QuIC or any QuIC Affiliate; and
(ii) A separate license agreement from QuIC or a QuIC Affiliate, as the case may be, is needed to use or practice any patent of QuIC or any QuIC Affiliate. You agree not to contend in any context that, as a result of the provision or use of the Application or Documentation, either QuIC or any QuIC Affiliate has any obligation to extend, or You or any other party has obtained any right to, any license, whether express or implied, with respect to any patent of QuIC or any QuIC Affiliate for any purpose.
For purposes of this Agreement,
“QuIC Affiliate” means any entity which Controls, is Controlled by or is under common Control with QuIC. Any entity will be considered a QuIC Affiliate only for so long as the Control exists.
“Control” means the direct or indirect beneficial ownership of more than fifty percent (50%) of the shares entitled to vote in the election of directors of an entity (or, in the case of an entity that is not a corporation, for the election of its managing authority). The term “Controlled” shall have the meaning that is correlative to the foregoing.
3. RESTRICTIONS.
3.1 Use Restrictions. You shall not attempt, knowingly permit or encourage others to attempt to: (i) reverse engineer, reverse compile, disassemble, decompile, or translate the Application, or otherwise attempt to derive the source code version of the Application, in whole or part; (ii) use any mechanical, electronic, or other method to trace, decompile, disassemble or decrypt the Application; (iii) use the Application for any purpose that is illegal; (iv) make any copies of the Application; (v) rent, lease, loan, reproduce, distribute, publicly perform, publicly display or create derivative works of or based on the Application, or disclose, provide or otherwise distribute or transfer, in any manner, to any third party the Application or any portion thereof; or (vi) use the Application for any purpose other than as expressly permitted in Section 1.1 (License to Application) of this Agreement. In addition, You shall not incorporate, link, distribute or use any third party software or code in conjunction with the Application in such a way that: (a) creates, purports to create or has the potential to create, obligations with respect to the Application or other QuIC software, including without limitation the distribution or disclosure of any source code; or (b) grants, purports to grant, or has the potential to grant to any third party any rights to or immunities under any QuIC intellectual property rights or proprietary rights, including without limitation as such rights exist in or relate to the Application. Without limiting the generality of the foregoing, You shall not engage in any act or failure to act, that enables, causes or facilitates any use or distribution of the Application (or any third-party software) in a manner that causes any patents, copyrights or other intellectual property rights owned or controlled by QuIC or any QuIC Affiliates (or for which QuIC or any QuIC Affiliates has received license rights) to become subject to any encumbrance or terms and conditions of any Open Source License. The rights granted by QuIC in Section 1.1 (License to Application) are expressly conditioned upon Your full compliance with the foregoing sentence. As used herein, “Open Source License” means any agreement that requires, as a condition of use, modification and/or distribution of any software or other software incorporated into, derived from or distributed with such software (each, a “Work”), any of the following: (a) the making available of source code, object code or design information regarding a Work; (b) the granting of any permission or other right for creating modifications to or derivative works regarding a Work; or (c) the granting of any royalty-free license rights to any party under any patents or other intellectual property rights regarding a Work. By means of example and without limitation, Open Source License includes the following licenses and/or distribution models: (i) the GNU General Public License, (ii) the GNU Lesser General Public License, (iii) the Mozilla Public License or (iv) any other open source, free Application or community licenses (such as, without limitation, those listed on http://www.opensource.org/licenses/alphabetical).
3.2 Age Requirements. The Application is available for individuals aged 13 years or older. If You are 13 or older but under the age of 18, You should review these terms and conditions with Your parent or guardian to make sure that You and Your parent or guardian understand these terms and conditions.
4. OWNERSHIP. Notwithstanding anything to the contrary hereunder, (i) QuIC shall retain ownership of all aspects of the Application and all related information provided hereunder, including, but not limited to, all right, title, and interest in and to all intellectual property rights related thereto; and (ii) QuIC shall retain ownership of all aspects of any and all derivative works thereto (regardless of creator), including, but not limited to, all right, title and interest in and to all intellectual property rights in such derivative works. In addition, You agree that You will only use the Application and related information for the purposes contemplated under this Agreement. Unauthorized use or disclosure of the Application and/or such information would cause irreparable harm and significant injury to QuIC and its licensors that would be difficult to ascertain or quantify; accordingly You agree that QuIC and/or its licensors shall have the right to obtain injunctive or other equitable relief to enforce the terms of this Agreement without limiting any other rights or remedies.
5. TECHNICAL SUPPORT. You acknowledge and agree that the Application is provided “AS IS” and that QuIC is under no obligation to provide any form of technical support for the Application.
6. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE APPLICATION AND DOCUMENTATION IS AT YOUR SOLE RISK. THE APPLICATION, DOCUMENTATION AND TECHNICAL SUPPORT, IF ANY, ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, QuIC, AND ITS LICENSOR(S) (FOR THE PURPOSES OF SECTIONS 6 (NO WARRANTY), 7 (LIMITATION OF LIABILITY) AND 8 (INDEMNITY), QuIC AND ITS LICENSOR(S) SHALL BE COLLECTIVELY REFERRED TO AS QuIC) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. QuIC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. FURTHERMORE, QuIC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APPLICATION IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QuIC OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL QuIC, QuIC AFFILIATES OR THEIR 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 THIS AGREEMENT OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE APPLICATION, EVEN IF QuIC 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. QuIC HAS NO OBLIGATION TO DEFEND OR INDEMNIFY YOU UNDER THIS AGREEMENT. IN NO EVENT SHALL QuIC’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 FIFTY U.S. DOLLARS (US$50).
8. INDEMNITY. You agree to defend, indemnify and hold QuIC and QuIC Affiliates, and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs, liabilities and expenses (including attorneys' fees) arising out of or related to Your use, misuse or operation of the Application to the fullest extent permitted by law.
9. TERM AND TERMINATION. This Agreement shall be effective upon acceptance by You and shall continue until terminated. You may terminate the Agreement at any time by deleting and destroying all copies of the Application 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, QuIC may at any time terminate this Agreement, without cause, upon notice to You or by posting notice on QuIC’ website located at http://www.quicinc.com/. Upon termination, You must delete or destroy all copies of the Application and any related documentation in Your possession and the license granted to You in this Agreement shall terminate. Sections 2 through 12 of this Agreement shall survive the termination of this Agreement. In the event that any restrictions, conditions, limitations or exclusions that are set forth in Section 3 (Restrictions) of this Agreement are found to be either invalid or unenforceable, the rights granted in Section 1 (License Grant) shall be null, void and ineffective from the Effective Date, and QuIC shall also have the right to terminate this Agreement immediately, and with retroactive effect to the Effective Date.
10. EXPORT COMPLIANCE ASSURANCES. You acknowledge that the Application obtained from QuIC is subject to the U.S. government export control and economic sanctions laws. You assure that You, Your subsidiaries and affiliates will not directly or indirectly export, re-export, transfer or release (collectively, "Export") the Application or any direct product thereof to any destination, person, entity or end use prohibited or restricted under U.S. laws without prior U.S. government authorization to the extent required by applicable regulation. The U.S. government maintains embargoes and sanctions against certain countries, currently Cuba, Iran, Libya, North Korea, Sudan and Syria, but any amendments to the countries under a U.S. embargo or sanction shall apply. You acknowledge that other countries may have trade laws pertaining to import, use, Export or distribution of the Application, and that compliance with the same is Your responsibility. You further acknowledge that You are not a person or entity that is listed on any United States Government list of prohibited or restricted parties. This Section 10 (Export Compliance Assurances) shall survive the expiration or termination of this Agreement.
11. GOVERNMENT END USERS. If You are acting on behalf of an agency or instrumentality of the U. S. government, the Application and any related documentation, as applicable, are "commercial computer software" and "commercial computer software documentation" developed exclusively at private expense by QuIC. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Application is governed by the terms of this Agreement.
12. GENERAL. It is expressly understood that this Agreement is non-exclusive for both parties. Except as specifically agreed otherwise, this Agreement does not grant either party any exclusive privileges or rights. You are not permitted to transfer or assign this Agreement or any of the rights, duties or obligations hereunder, however, QuIC may assign all or part of this Agreement without notice. 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 San Diego County, California and You consent to the jurisdiction and venue of such courts. If any provision of this Agreement shall be invalid, the validity of the remaining provisions of this Agreement shall not be affected. This Agreement is the entire and exclusive agreement between QuIC and You with respect to the Application and supersedes all prior agreements (whether written or oral) and other communications between QuIC and You with respect to the Application. This Agreement may be amended at any time upon mutual agreement by the parties in writing. Except to the extent that QuIC is expressly precluded by applicable law, QuIC further reserves the right to make changes to this Agreement on a prospective basis, either to reflect changes in or required by law (including without limitation changes to ensure the enforceability of this Agreement) or changes in business practices, by providing You with reasonable notice of the change either electronically or by posting notice of the change at http://www.quicinc.com/ and You should regularly review that site for changes. If You continue to use the Application more than sixty (60) calendar days after notice of the change has been given, then You shall be deemed to have accepted this change.
BY CLICKING ON THE “YES” OR “I ACCEPT” BUTTON BELOW YOU REPRESENT, WARRANT AND CERTIFY THAT: (I) YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE LEGAL ENTITY YOU REPRESENT; (II) YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT; (III) YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY YOU REPRESENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (IV) YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
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