Format-Version: 0.1
Files-Pattern: *
License-Type: protected
Theme: harkdkernel
License-Text: Odroid CLICK-WRAP LIMITED LICENSE AGREEMENT FOR APPLICATION DEVELOPERS ("Agreement") Hardkernel 2013-02-07
 <p>
  This Agreement is a legally binding contract between you - either an 
  individual or a legal entity - (hereinafter referred to as "Licensee") 
  and Hardkernel, a company incorporated under the laws of 
  South Korea (hereinafter referred to as "Hardkernel"). 
 </p>
 <p>
  IMPORTANT - PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. THIS IS A 
  LEGALLY BINDING AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON BELOW, OR 
  BY DOWNLOADING OR INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU 
  AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE 
  TO THE TERMS OF THIS AGREEMENT OR ARE NOT AUTHORISED TO ACCEPT AND 
  AGREE TO THE TERMS OF THE AGREEMENT, DO NOT DOWNLOAD, INSTALL OR 
  OTHERWISE USE THE SOFTWARE. 
 </p>
 <p>
  Hardkernel and Licensee are each hereinafter also referred to as the 
  "Party" and, collectively, as the "Parties." 
 </p>
 <h2>
  1 DEFINITIONS 
 </h2>
 <p>
  1.1 Wherever used in this Agreement, the following terms shall have 
  the meanings set forth below: 
 </p>
 <p>
  "Licensee's Applications" means applications and other software 
  developed by Licensee which are intended to interface with and/or run 
  on the Odroid Kit.
 </p>
 <p>
  "Limited License Purpose" shall mean the limited license granted under Article 2.1 below.
 </p>
 <p>
  "Hardkernel Kit" means the hardware products "ODROID" 
  where x and y are integers between "0" and "9".
 </p>
 <p>
  "Software" shall mean the Hardkernel's software for the A9500 
  platform delivered in binary or in source for the related header 
  files, including any copies and new releases thereof. 
 </p>
 <p>
  1.2 Other capitalized expressions used in this Agreement shall have 
  the meanings respectively assigned to them elsewhere in this 
  Agreement. 
 </p>
 <p>
  1.3 Words indicating the singular only also include the plural and 
  vice-versa, where the context so requires. 
 </p>
 <p>
  1.4 The headings of the Articles in this Agreement are for convenience 
  only and shall not affect the interpretation of this Agreement. 
 </p>
 <h2>2 LICENSE GRANT</h2>
 <p>
  2.1 Subject to the terms and conditions in this Agreement, Hardkernel 
  hereby grants to Licensee a non-exclusive, non-transferable, limited 
  license to use and reproduce the Software solely to the extent 
  required in order to (i) develop Licensee's Applications that 
  interface with and/or run with the Odroid Kit; and (ii) integrate 
  the Software with Licensee Application and/or third party software; 
  and (iii) conduct development testing of the Licensee's Applications' 
  or third party software operation in conjunction with the odroid Kit 
  and/or Licensee's demonstration of such Licensee's Applications in 
  conjunction with the odroid Kit (hereinafter "Limited License 
  Purpose"). The Licensee is entitled to flash the Software on a 
  commercial product containg the odroid Kit. The aforesaid license to 
  the Software is provided that all and any use of the Software is 
  solely and exclusively used on the odroid Kit. 
 </p>
 <p>
  2.2 Some portion of the Software might contain Open Source 
  Software. Such Open Source Software might be subject to Open Source 
  Terms applicable for each such portion, as further specified in the 
  Software. Such Open Source Software is supplied to Licensee solely 
  under the applicable Open Source Terms and is not subject to the terms 
  of this Agreement. 
 </p>
 <p>
  2.3 Licensee shall not, and shall not permit any third party to alter, 
  change, modify, adapt, decompile, disassemble, compile or reverse 
  engineer or remove or circumvent any protection or other restrictive 
  technology mechanism of the the Software and/or any and all parts 
  thereof, or otherwise use, sub-license, assign or pledge the Software 
  and/or any and all parts thereof other than what is expressly 
  permitted in accordance with this Agreement. 
 </p>
 <p>
  2.4 Hardkernel shall retain on behalf of itself or the original owner 
  all right title and interest to any Hardkernel Intellectual Property 
  Rights, including but not limited to any patents, trademarks, 
  copyrights, and trade secret rights, and title to copies of any and 
  all media bearing the Software or the odroid Kit and/or any and all 
  parts thereof, and the Licensee acquires no interest under this 
  Agreement to any Hardkernel Intellectual Property Rights or other 
  rights other than the Limited License Purpose expressly set forth in 
  this Article 2. 
 </p>
 <p>
  2.5 Notwithstanding anything to the contrary herein, nothing contained 
  hereunder shall be construed as conferring any right, license or 
  immunity, either directly or by implication, estoppel or otherwise to 
  Licensee or any third party: (i) under any intellectual property 
  rights of any third party; specifically, without limiting the 
  generality of the foregoing, the sale and use of the Products are not 
  licensed under any patents of Telefonaktiebolaget LM Ericsson, or any 
  affiliates of such company; (ii) under any intellectual property 
  rights of Hardkernel other than explicitly granted under in this 
  Agreement; or (iii) with respect to any trademark, trade or brand 
  name, a corporate name of Hardkernel, or any other name or mark, or 
  contraction abbreviation or simulation thereof. 
 </p>
 <h2>3 DELIVERY</h2>
 <p>
  3.1 All deliveries of the Software are Odroid at 
  Hardkernel's indicated facility. 
 </p>
 <h2>4 NO REPRESENTATIONS OR WARRANTIES</h2>
 <p>
  4.1 The Software is delivered "as is" and all representations and
  warranties, express or implied, are hereby disclaimed, including, but
  not limited to that:
 </p>
 <p>
  a) the Software or any part thereof is accurate or reliable for any
  purposes whatsoever; and
 </p>
 <p>
  b) the use of the Software does not infringe any rights that may be
  held by a third party in respect of any such information.
 </p>
 <p>
  4.2 Licensee acknowledges and agrees that any use of the Software
  and/or the odroid Kit, or any other part thereof, or any use of
  Licensee's Applications is at Licensee's sole risk.
 </p>
 <h2>5 WARRANTY DISCLAIMER AND GENERAL LIMITATION OF LIABILITY</h2>
 <p>
  5.1 THE SOFTWARE AND/OR ODROID KIT AND ANY AND ALL PARTS THEREOF ARE 
  PROVIDED "AS IS". Hardkernel MAKES NO REPRESENTATIONS OR WARRANTIES 
  WITH RESPECT TO THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF 
  WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED 
  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 
  PURPOSE. SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE 
  FOREGOING, Hardkernel MAKES NO REPRESENTATION OR WARRANTY THAT (I) 
  THE USE OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF WILL 
  BE UNINTERRUPTED OR ERROR FREE, AND OR (II) ANY USE AND OR 
  DISTRIBUTION OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF, 
  WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, ARE FREE FROM 
  INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND IT 
  SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO MAKE SUCH 
  DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF 
  LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD 
  PARTIES. CONSEQUENTLY, IN NO EVENT SHALL Hardkernel, ITS AFFILIATES 
  OR THEIR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS OR DAMAGES 
  (WHETHER DIRECT, INDRECT OR CONSEQUENTIAL) ARISING FROM ANY USE AND OR 
  DISTRIBUTION OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF, 
  WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, AND OR ARISING BY 
  REASON OF THE FACT THAT THE SOFTWARE AND/OR SNOWBALL KIT AND OR ANY 
  PARTS THEREOF ARE DEFECTIVE OR NON-CONFORMING AND OR ARISING FROM THIS 
  AGREEMENT AND OR ANY BREACH THEREOF. 
 </p>
 <p>
  5.2 THE PARTIES AGREE THAT ANY RIGHTS AND REMEDIES THE LICENSEE MAY 
  HAVE AND OR ANY OBLIGATIONS THAT Hardkernel MAY HAVE ACCORDING TO LAW 
  OR OTHERWISE WITH RESPECT TO ERRORS AND DEFECTS IN THE SOFTWARE AND/OR 
  OTHER DELIVERABLES AND/OR IN ANY PART THEREOF SHALL HEREBY BE 
  DISCLAIMED. 
 </p>
 <h2>
  6 TERMINATION 
 </h2>
 <p>
  6.1 The license and this Agreement are effective until terminated. 
 </p>
 <p>
  6.2 Licensee agrees that each of the terms and conditions set out in 
  this Agreement are material and that failure of Licensee to comply 
  with these terms and conditions shall constitute sufficient cause for 
  Hardkernel to terminate this Agreement. The aforesaid is without any 
  prejudice to other rights Hardkernel may have in case of breach of 
  this Agreement. 
 </p>
 <p>
  6.3 In the event of termination of this Agreement Licensee shall 
  immediately destroy all copies of the Software, including all portions 
  and derivatives thereof. 
 </p>
 <h2>
  7 EXPORT CONTROL 
 </h2>
 <p>
  7.1 Licensee recognizes that the Software or any parts thereof may be 
  subject to import and export regulations in certain 
  countries. Licensee agrees that it will not knowingly export, 
  re-export or import products, technology or Software, or any parts 
  thereof, of Hardkernel, directly or indirectly, to any country to the 
  extent export to such country at the time of export requires an export 
  license or other governmental approval under any export control laws 
  and regulations, without first obtaining such license or approval. 
 </p>
 <h2>
  8 COMPLIANCE WITH LAWS 
 </h2>
 <p>
  8.1 Licensee agrees not to use the Software in violation of, and to 
  comply with any and all applicable law, statute, ordinance or other 
  regulation. 
 </p>
 <h2>
  9 ENTIRE AGREEMENT 
 </h2>
 <p>
  9.1 This is the entire agreement between Licensee and Hardkernel on 
  the subject matter of this Agreement, and supersedes all 
  representations, undertakings and agreements previously made between 
  the Parties with respect to the subject matter of this Agreement. 
 </p>
 <h2>
  10 SEVERABILITY 
 </h2>
 <p>
  10.1 If a court or agency of competent jurisdiction holds any term of 
  this Agreement invalid, illegal, or unenforceable for any reason, the 
  remainder of this Agreement shall be valid and enforceable and such 
  term shall be substituted by a valid and enforceable provision so as 
  to the best accomplish the objectives of such provision in this 
  Agreement. 
 </p>
 <h2>
  11 GOVERNING LAW AND JURISDICTION 
 </h2>
 <p>
  11.1 This Agreement shall be governed by and construed in accordance 
  with the laws of Switzerland, without regard to its conflict of laws 
  rules. The application of The United Nations Convention of Contracts 
  for the International Sale of Goods is explicitly excluded. 
 </p>
 <p>
  11.2 Any and all disputes, differences or questions arising out of or 
  in connection with this Agreement shall be under the exclusive 
  jurisdiction of the Swiss courts and the venue shall be Geneva. 
 </p>
 <p>
  11.3 Notwithstanding the aforesaid, nothing in this Article 11 shall 
  prevent the Parties from seeking any interim or final injunctive or 
  equitable relief by a court of competent jurisdiction.
 </p>
