TERMS AND CONDITIONS
LEGAL NOTICES: BY DOWNLOADING OR INSTALLING THIS SOFTWARE YOU INDICATE THAT YOU HAVE READ AND AGREED TO ALL THE TERMS OF THIS AGREEMENT AND THAT YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. MOTOROLA MOBILITY LLC IS WILLING TO LICENSE THE KIT TO YOU ONLY UPON THE CONDITION THAT YOU AGREE TO ALL THE TERMS CONTAINED HEREIN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE. IF THE SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
THE FOLLOWING TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU, (THE END-USER, EITHER AN INDIVIDUAL OR ENTITY), AND MOTOROLA MOBILITY LLC ("Motorola").
THIS KIT IS LICENSED BY MOTOROLA TO YOU, FOR USE ONLY UNDER THE TERMS SET FORTH HEREIN. For purposes of this Agreement, "Kit" or “Software” means the Motorola Moto Mods Development Kit which includes the API, developer libraries, sample applications, software (source and object code), documentation, schematics and tools provided or made available to licensee by Motorola Mobility pursuant to this agreement, for use in connection with the development of applications to work with Moto Mods, including any updates that Motorola may provide or make available.
BINARY-EXECUTABLE GRANT OF LICENSE: Motorola grants you a limited, non-exclusive, revocable license to use the executable-code version of this Motorola development kit and any associated media, printed materials, and "online" or electronic documentation supplied with this Motorola download ("Software") solely for the purpose of developing application to work with Moto Mods. All rights not expressly granted to you are reserved by Motorola.
COPYRIGHT: Except as otherwise explicitly indicated in this Agreement, the Software is owned by Motorola or its third-party licensors and is protected by United States copyright laws and international treaty provisions. You acknowledge that no title to any intellectual property in the Software is transferred to you.
OPEN SOURCE AND OTHER SOFTWARE: Portion(s) of the Software provided hereunder may be identified as being licensed under a particular other license, e.g., GPL, LGPL, Apache, etc., ("Other License"). To the extent that the terms of this Agreement conflict with the terms of such Other License, then the terms of such Other License shall control. For clarity, in the event that all or any portion of the Software provided hereunder does not reference, or otherwise indicate, such Other License, this Agreement shall control.
LIMITATIONS: Except as otherwise explicitly permitted in this Agreement, you may not: a.) modify the Software or create derivative works of the Software; b.) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software; c.) re-distribute, encumber, sell, rent, lease, sub-license, assign or otherwise transfer your rights to the Software; d.) remove or alter any trademark, logo, copyright, or other proprietary notices in the Software. For clarity, each and all copies of the Software are subject to the terms of this Agreement.
RETENTION OF RIGHTS: The entire right, title and interest in the Software shall remain with Motorola and, unless specified in writing hereunder, no rights are granted to any of the Software. Except for the right to use the Software for the Limited Purpose, the delivery of the Software to You does not convey to You any intellectual property rights in the Software, including, but not limited to any rights under any patent, trademark, copyright, or trade secret. Neither the delivery of the Software to You nor any terms set forth herein shall be construed to grant to You, either expressly, by implication or by way of estoppel, any license under any patents or other intellectual property rights covering or relating to any other product or invention or any combination of the Software with any other product. Any rights not expressly granted to You herein are reserved by Motorola.
HIGH RISK ACTIVITIES: The Software is not fault-tolerant and is not designed, manufactured or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, implantable human medical devices, external human life-support machines, explosives control devices, submarines, weapons systems, or in controlling the operation of moving motor vehicles, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). You agree not to use the Software in High Risk Activities.
U. S. GOVERNMENT RESTRICTED RIGHTS: The U. S. Government acknowledges Motorola's representation that the Software and its documentation were developed at private expense and no part of them is in the public domain and that the Software is Restricted Computer Software as that term is defined in Clause 52.227-19(FAR) and is Commercial Computer Software as that term is defined in Subpart 227.471 DFARS).
RESTRICTED RIGHTS LEGEND: Where applicable, use, duplication or disclosure by the U. S. Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights of Technical Data and Computer Software clause at DFARS 252.227-7013. Contractor/manufacturer is Motorola Mobility LLC, 222 W. Merchandise Mart Pl, Chicago IL 60654.
EXPORT LAW ASSURANCES: You agree to comply fully with the export regulations of the United States of America. You agree that you will not export the Software without an export license issued by the U. S. Department of Commerce. You agree to comply with all regulatory sanctions or restrictions involving a party or an entity identified as Denied Parties or Specially Designated Nationals by the U.S. Department of Commerce and/or the U.S. Department of Treasury.
DISCLAIMER OF WARRANTIES: Motorola does not warrant that the Software will meet your requirements, that operation of the Software will be uninterrupted or error free, or that all Software errors will be corrected. The entire risk as to the quality and performance of the Software is with you. You agree that Motorola may change the Software without prior notice to you and that future versions of the Software may be incompatible with applications developed on previous versions of the Software. You agree that Motorola may stop (permanently or temporarily) providing the Software (or any features within the Software) to you or to users generally at Motorola's sole discretion, without prior notice to you.
THE SOFTWARE/KIT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MOTOROLA, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF OR CREATE ANY NEW WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE/KIT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY: REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THE WARRANTY FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL MOTOROLA BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT DAMAGES OR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH EVEN IF Motorola OR ANYONE ELSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION FOR INDIRECT DAMAGES MAY NOT APPLY TO YOU. IN NO CASE SHALL THE LIABILITY OF Motorola EXCEED THE PRICE PAID FOR THE SOFTWARE.
INDEMNITY: You agree to indemnify and hold harmless Motorola, and their officers, directors, customers, employees and successors and assigns (each an "Indemnified Party") against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred by the Indemnified Party (including but not limited to costs of defense, investigation and reasonable attorney's fees) arising out of, resulting from or related to (i) any software, products, documentation, content, materials or derivative works created or developed by You using the Software which causes an infringement of any patent, copyright, trademark, trade secret, or other property, publicity or privacy rights of any third parties arising in any jurisdiction anywhere in the world, (ii) the download, distribution, installation, storage, execution, use or transfer of such software, products, documentation, content, materials or derivative works by any person or entity, and/or (iii) any breach of this Agreement by You. If requested by an Indemnified Party, You agree to defend such Indemnified Party in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing.
TERM: This Agreement is effective until terminated. This Agreement will terminate, and the license granted to you by this Agreement will be revoked, immediately, without any notice from Motorola, if you fail to comply with any provision of this Agreement. Motorola may also terminate the license grants herein at any time. Upon termination of this Agreement or the license granted to you through this Agreement, you must destroy the Software.
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between you and Motorola with respect to the Software licensed hereunder, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and Motorola regarding this Software. This Agreement may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of our Agreement. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent action in the event of future breaches.
GOVERNING LAW: This Agreement is governed and interpreted in accordance with the laws of the State of Illinois 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 Cook County, Illinois and You consent to the jurisdiction and venue of such courts.
By downloading or installing this software you acknowledge and agree that you have reviewed and understand the warnings and other information and obligations set forth in these Legal Agreements and Warnings and are creating a binding legal agreement between User and Motorola.