End-User License Agreement
This End-User License Agreement (the “Agreement”) is entered into as of your download date of the application, (“Effective Date”)
The following limited End User License Agreement (“the Agreement”) constitute an agreement between the Licensee and InterDigital Communication Inc, a company existing and organized under the laws of Delaware, USA, with its registered offices located at 200 Bellevue Parkway Suite 300 Wilmington, DE 19809 USA (hereinafter “InterDigital”)
This Agreement governs the download and use of the Application (as defined below). Your use of the Application is subject to the terms and conditions set forth in this Agreement. By installing, using, accessing or copying the Application, you hereby irrevocably accept the terms and conditions of this Agreement. If you do not accept all or parts of the terms and conditions of this Agreement you cannot install, use, access nor copy the Application.
It is expressly agreed that this agreement is only between InterDigital, and Licensee, and that Apple is not part of this agreement. InterDigital -and not Apple- is solely responsible for the content of this application under the conditions herebelow. It is expressly understood that the Agreement does not conflict with the Apple Media Services Terms and Conditions or the Instructions for Minimum Terms of Developer’s End-User License Agreement as of the Effective Date (together “the Apple’s Terms”). Should a contradiction arise between this Agreement and the Apple’s Terms, the later shall prevail.
Article 1. Definitions
“Application” means SL-HDR Player application that Licensee downloaded through Testflight distribution
“Affiliate” as used herein shall mean any entity that, directly or indirectly, through one or more intermediates, is controlled by, controls, or is under common control with InterDigital or Licensee, as the case may be. For purposes of this definition only, the term “control” means the possession of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of voting stock or partnership interest, by contract, or otherwise, including direct or indirect ownership of more than fifty percent (50%) of the voting interest in the entity in question.
“Authorized Purpose” means using the Application for non-public in-company demonstrating and testing of the SL-HDR technology by Licensee on behalf of its employer on any Apple-branded Products that Licensee or its employer owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, without any direct commercial use for Licensee . For the avoidance of doubt, direct commercial use includes, but is not limited to:
– using the Application in advertisements of any kind including public demonstration of the App in front of potential customers including in fair trades,
– licensing or selling any part of the Application ,
– use the Application to provide any service to any third Party.
“Documentation” means textual materials delivered by InterDigital to the Licensee pursuant to this Agreement relating to the Application, in written or electronic format, including but not limited to: technical reference manuals, technical notes, user manuals, and application guides.
“Limited Period” means the time period for which the Application is made available in Apple testflight distribution.
“Licensee” means the person downloading the Application. If the person downloading the Application does such for his work as an employee of a legal person, Licensee will be such legal person and it will be bound by this Agreement. Should such be the case, the person downloading the Application commits that he/she has the power to engage the natural person into this agreement.
“Intellectual Property Rights” means all copyrights, trademarks, trade secrets, patents, mask works and other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.
“Open Source Application” shall mean any application, including where appropriate, any and all modifications, derivative works, enhancements, upgrades, improvements, fixed bugs, and/or statically linked to the source code of such application, released under a free application license, that requires as a condition of royalty-free usage, copy, modification and/or redistribution of the Open Source Application to:
- Redistribute the Open Source application royalty-free, and/or;
- Redistribute the Open Source application under the same license/distribution terms as those contained in the open source or free application license under which it has originally been released and/or;
- Release to the public, disclose or otherwise make available the source code of the Open Source application.
For purposes of the Agreement, by means of example and without limitation, any Application that is released or distributed under any of the following licenses shall be qualified as Open Source Application: (A) GNU General Public License (GPL), (B) GNU Lesser/Library GPL (LGPL), (C) the Artistic License, (D) the Mozilla Public License, (E) the Common Public License, (F) the Sun Community Source License (SCSL), (G) the Sun Industry Standards Source License (SISSL), (H) BSD License, (I) MIT License, (J) Apache Application License, (K) Open SSL License, (L) IBM Public License, (M) Open Application License.
“Territory” means North America, South America and Europe.
Article 2. License
InterDigital grants Licensee a free, personal, non-exclusive, non-sublicensable, non-transferable license within the Territory under the copyrights on the Application to download and use the Application solely for the Authorized Purpose for the Limited Period. The Application has been developed under a license from Philips for the patent rights applicable for the Advanced HDR/SL-HDR license program. Any use of the Application other than the Authorized Purpose will require a license from Philips under the patent and trademark rights made available through the Advanced HDR/SL-HDR license program.The rights granted here above do not include any license to any other Intellectual Property Rights and do not include any license to automatically obtain any upgrade or update of the Application, acquired or otherwise made available by InterDigital, Philips or Technicolor.
Article 3. Restrictions on use of the Application
Licensee may not modify or create derivative works of the Application, or translate, reverse engineer, disassemble or decompile any portion of the Application, or otherwise attempt to derive the source code from any portion of the Application. Licensee may not sell, distribute, loan or otherwise encumber or transfer the Application, in whole or in part, to any third party (including but not limited to Licensee Partners).
Licensee shall have no right to use the Application for any other use than the Authorized Purpose.
Licensee shall not remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Application, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material.
Licensee shall not sublicense nor give access to any third Party to the Application nor let such third party access, operate or use the Application.
Article 4. Ownership
Title to and ownership of the Application, the Documentation and/or any Intellectual Property Right protecting the Application or/and the Documentation shall, at all times, remain with InterDigital and Philips. Licensee agrees that except for the rights granted on the Application set forth in Section 2 above, in no event does anything in this Agreement grant, provide or convey any other rights, immunities or interest in or to any Intellectual Property Rights (including especially patents) of InterDigital, Philips or any of its respective Affiliates whether by implication, estoppel or otherwise.
Article 5. Feedback
Licensee may (but is not obligated to) provide InterDigital with comments, suggestions, observations, critiques and other input, orally, electronically or in writing, with respect to the Evaluation Materials, including Licensee’s suggestions, ideas and proposals for modifications, enhancements, improvements, additional functionality, and other changes thereto (“Feedback”). InterDigital will be free to use all Feedback, and all changes to the Application or other products or services that InterDigital elects to make on the basis of such Feedback, for any purpose, and Licensee shall have no claim to any compensation or other consideration for such use. Further, by submitting Feedback, Licensee represent and warrant that (i) his Feedback does not contain his confidential or proprietary information or third parties’; (ii) InterDigital is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) InterDigital may have something similar to the Feedback already under consideration or in development; and (iv) Licensee is not entitled to any compensation or reimbursement of any kind from InterDigital for the Feedback under any circumstances.
Article 6. Publication/Communication
Given the scope of the Authorized Purpose no publication from the use or demonstration of the Application is allowed without the express and prior written approval of InterDigital and Philips.
Article 7. No Warranty – Disclaimer
THE APPLICATION AND DOCUMENTATION ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS. TO THE MAXIMUM PERMITTED BY LAW, INTERDIGITAL MAKES NO WARRANTY THAT THE LICENSED TECHNOLOGY WILL OPERATE ON ANY PARTICULAR HARDWARE, PLATFORM, OR ENVIRONMENT. THERE IS NO WARRANTY THAT THE OPERATION OF THE APPLICATION SHALL BE UNINTERRUPTED, WITHOUT BUGS OR ERROR FREE. THE APPLICATION AND DOCUMENTATION ARE PROVIDED HEREUNDER WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED LIABILITIES AND WARRANTIES OF NONINFRINGEMENT OF INTELLECTUAL PROPERTY, FREEDOM FROM INHERENT DEFECTS, CONFORMITY TO A SAMPLE OR MODEL, MERCHANTABILITY, FITNESS AND/OR SUITABILITY FOR A SPECIFIC OR GENERAL PURPOSE AND THOSE ARISING BY STATUTE OR BY LAW, OR FROM A CAUSE OF DEALING OR USAGE OF TRADE.
InterDigital shall not be obliged to perform any maintenance, support, modifications, derivative works, enhancements, upgrades, updates or improvements of the Application or to fix any bug that could arise. It is expressly agreed that, if it is by law compulsory to provide such, InterDigital will provide it, and Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the application.
Hence, the Licensee uses the Application at his own cost, risks and responsibility. InterDigital shall not be liable for any damage that could arise to Licensee by using the Application, either in accordance with this Agreement or not.
InterDigital shall not be liable for any consequential or indirect losses, including any indirect loss of profits, revenues, business, and/or anticipated savings, whether or not in the contemplation of the Parties at the time of entering into the Agreement unless expressly set out in the Agreement, or arising from gross negligence, willful misconduct or fraud.
Licensee agrees that it will defend, indemnify and hold harmless InterDigital and its Affiliates against any and all losses, damages, costs and expenses arising from a breach by the Licensee of any of its obligations or representations hereunder, including, without limitation, any third party, and/or any claims in connection with any such breach and/or any use of the Application, including any claim from third party arising from access, use or any other activity in relation to this Application.
The Licensee shall not make any warranty, representation, or commitment on behalf of InterDigital to any other third party.
In the event of any failure of the application to conform to any applicable warranty, Licensee may notify Apple, and Apple will refund the purchase price for the application to that Licensee. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty that could not be excluded by law will be InterDigital sole responsibility.
Should the exclusion liability of this section is not permitted by law, InterDigital, not Apple, is responsible for addressing any claims of Licensee or any third party relating to the application or Licensee’s possession and/or use of that application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with application’s use of the HealthKit and HomeKit frameworks. This Agreement does not limit InterDigital’s liability to Licensee beyond what is permitted by applicable law.
In the event of any third party claim that the application or the End-User’s possession and use of that Licensed Application infringes that third party’s intellectual property rights, and provided that the exclusion of liability of this section would not be permitted by law, InterDigital, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim and within the limit of the compulsory liability that InterDigital could not exclude.
Article 8. Third Party terms – Open Source Application
Licensee hereby represents, warrants and covenants to InterDigital that The Licensee’s use of the Application shall not result in the Contamination of all or part of the Application, directly or indirectly, or of any Intellectual Property of InterDigital or its Affiliates.
Contamination effect shall mean that the licensing terms under which one Open Source Application, distinct from the Application, is released would also apply, by viral effect, to the Application to which such Open Source Application is linked to, combined with or otherwise connected to.
Article 9. No Future Contract Obligation
Neither this Agreement nor the furnishing of the Application, nor any other Confidential Information shall be construed to obligate either party to: (a) enter into any further agreement or negotiation concerning the deployment of the Application; (b) refrain from entering into any agreement or negotiation with any other third party regarding the same or any other subject matter; or (c) refrain from pursuing its business in whatever manner it elects even if this involves competing with the other party.
Article 10. Term and Termination
This Agreement shall terminate at the end of the Limited Period, unless earlier terminated by either party on the ground of material breach by the other party.
Article 11. General Provisions
11.1 Severability. If any provision of this Agreement shall be held to be in contravention of applicable law, this Agreement shall be construed as if such provision were not a part thereof, and in all other respects the terms hereof shall remain in full force and effect.
11.2 Governing Law. Regardless of the place of execution, delivery, performance or any other aspect of this Agreement, this Agreement and all of the rights of the parties under this Agreement shall be governed by, construed under and enforced in accordance with the substantive law of the Delaware without regard to conflicts of law principles. In case of a dispute that could not be settled amicably, the courts of Delaware shall be exclusively competent.
11.3 Survival. The provisions of articles 4, 5, 6, 7, 11.2 and 11.6 shall survive termination of this Agreement.
11.4 Assignment. InterDigital may assign this license to any third Party. Licensee may not assign this agreement to any third party without the previous written agreement from InterDigital.
11.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements or understanding.
11.6 Third Party Beneficiary. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon the Licensee’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the Licensee as a third party beneficiary thereof.
11.7 Developper name and address. This application has been created by InterDigital Communication Inc, a company existing and organized under the laws of Delaware, USA, with its registered offices located at 200 Bellevue Parkway Suite 300 Wilmington, DE 19809 USA. For any contact, you can reach:
Phone number:TBC
Email address:Frederic.plissonneau@interdigital.com
11.8 Export Control.
Licensee agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, Licensee covenants that it shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, Application, or technology (including products derived from or based on such technology) received from InterDigital under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Licensee agrees to indemnify, to the fullest extent permitted by law, InterDigital from and against and fines or penalties that may arise as a result of Licensee’s breach of this provision. This export control clause shall survive termination or expiration of this Agreement. Licensee expressly represent and warrant that The End-User must represent and warrant that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.