This Software License Agreement ("Agreement") is by and between Qorvo, Inc. ("Licensor") and either an individual or legal entity ("Licensee"), including each affiliate of such, as applicable, on whose behalf you are legally authorized to accept this Agreement. You represent that you have the authority to bind the Licensee. Permission to access and use the Software, is conditional upon you agreeing to the terms set out below. By using the Software, clicking "I Accept" at the end of this Agreement or otherwise electronically signing this Agreement, you will be deemed to have accepted the following terms and conditions on behalf of Licensee. If you do not wish to accept the terms, you must not click "I Accept" or otherwise sign the Agreement; you may not install, copy, or use the Software; and you must delete any downloads or copies of the Software.
1. DEFINITIONS.
"Software" means (i) the specific CB-Jet Protection products/tools provided by Licensor; (ii) any documentation that describes the product and its operation; and (iii) any updated files that Licensor may deliver to Licensee from time to time to correct or enhance the software's operation, functionality or use.
"Intellectual Property Rights" means all intellectual property rights, including, intellectual property rights associated with patents, utility models, know-how, trade and service marks, trade or business names, domain names, and rights in designs, copyrights, moral rights, topography rights, and database rights, in all cases whether or not registered or registerable in any country for the full term of such rights including any extension to or renewal of the terms of such rights including registrations and applications for registrations of any of these and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent effect to any of these anywhere in the world.
2. NO WARRANTY.
THE SOFTWARE IS PROVIDED 'AS IS'. LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE OR SERVICE AND DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE AND ANYWARRANTIES OF NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET ANY REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
User is fully responsible for any and all use of the results provided. Such results are estimates only and such results are not a guarantee, representation, or warranty of any specific capabilities or performance. Licensor shall have no liability for use of such results.
3. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR WILL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
4. LICENSE.
Licensor hereby grants to Licensee the following limited rights regarding the Software: (i) Licensor grants Licensee the right to download, install, and run the Software to perform simulations of Licensor's products operating in connection with Licensee's product for the sole purpose of evaluating the capabilities of Licensor's products and considering a potential purchase of Licensor's products; and (ii) Licensee may share the results of the operation of the Software. The licenses granted under this Agreement do not constitute a sale of the Software or any portion or copy of it.
5. NO OTHER RIGHTS.
Licensee does not have any rights in the Software other than those expressly set out in Section 4 above. Licensor reserves all rights and licenses in and to the Software not expressly granted. Licensor may terminate this Agreement immediately upon written notice in the event Licensee has breached the terms of this Agreement. Licensee acknowledges that Licensor owns and shall retain all right, title, and interest in and to: (i) the Software and updates, including all Intellectual Property Rights embodied therein; (ii) all of the service marks, trademarks, trade names or any other designations and goodwill associated with the Software; and (iii) all copyrights, patent rights, trade secret rights, and other proprietary rights relating to the Software. Licensee further acknowledges and agrees that it shall have no rights with respect to any of the foregoing other than the rights expressly set forth in this Agreement.
6. CONDITIONS.
The rights granted in Section 4 above are conditional upon Licensee complying with the following obligations:
(i) Licensee will not use the Software for any purpose other than the purpose of evaluating Licensor's products and their performance;
(ii) Licensee will not make copies of the Software;
(iii) Licensee will not make modifications to the Software;
(iv) Licensee has no right to and will not transfer, lease, lend or rent the Software, use them to provide service bureau, time-sharing or other computer services, or otherwise provide or make the functionality thereof available to third parties;
(v) Licensee will not disassemble, decompile, reverse engineer, modify, or create derivative works of the Software, nor permit any third party to do so, except to the extent such restrictions are prohibited by law;
(vi) Licensee will not disclose to any third party any comparison of the results of operation of Licensor's products with other products;
(vii) Licensee will not delete or alter the copyright, trademark, and other proprietary rights notices appearing on the Software as delivered by Licensor to Licensee; and
(viii) Licensee will ensure that any of its employees with whom Licensee has shared information about the Software and results obtained from operating the Software all comply with the obligations set out in this Agreement.
7. NO MAINTENANCE OR SUPPORT.
Licensor has no obligation to provide maintenance or support services in connection with the Software.
8. EXPORT.
Licensee agrees to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
9. GOVERNING LAW; JURISDICTION; ASSIGNMENT; NO WAIVER.
a. Governing Law. This Agreement is made in, governed by, and shall be construed in accordance with the laws of North Carolina without regard to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from this Agreement.
b. Jurisdiction. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be brought by either party in a court of competent jurisdiction in Guilford County, North Carolina, United States.
c. Assignment. Licensee has no right to assign this Agreement without the consent of Licensor, and any attempt to Licensee to assign any rights, duties, or obligations arising hereunder shall be void.
d. Injunctive Relief. A breach of this Agreement adversely affecting Licensor's Intellectual Property Rights in the Software may cause irreparable injury to Licensor for which monetary damages may not be an adequate remedy and Licensor shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
e. No Waiver. All rights and remedies of Licensor hereunder shall be cumulative and may be exercised singularly or concurrently. In the event that either party shall on any occasion fail to perform any term herein and the other party shall not enforce that term, failure to such enforce on that occasion shall not prevent enforcement of any term on any other occasion.
f. Entire Agreement. This Agreement constitutes the entire agreement between Licensee and Licensor regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, if any.
End of Terms.