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Document Revision
Document number: 23330855
Release: Apr 15, 2015 17:40
Document version: 2

Abstract

Table of Content

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Software license conditions for u-blox OBP421 SDK

License

u-blox AG hereby grants to Licensee a non-exclusive, worldwide, personal, non-transferable, royalty-free license under its relevant copyrights, without the right to sublicense to: (a) use, execute and copy the Host Code and Target Code solely as necessary to develop, support and maintain Modified Licensed Software and Licensee Independent Drivers for use with the u-blox OEM modules OBS421 and coming versions of these OEM modules (here after called "u-blox OEM modules") in customers products; (b) use, execute, modify and create derivative works of the Host Code Source Code to develop, support and maintain software drivers and interfaces and as otherwise necessary to port the Host Code and Target Code to microprocessor hardware platforms for Licensee Products ("Modified Licensed Software"), solely for use with u-blox OEM modules; (c) use, execute and copy the Test and System Evaluation Software, which are provided by u-blox to Licensee hereunder as part of the Licensed Software, internally, as necessary to test and evaluate the Licensed Software, Modified Licensed Software and Licensee Independent Drivers developed hereunder for Licensee Products solely for use with the u-blox OEM modules. (d) distribute, through multiple tiers of distribution, the Host Code and Target Code incorporated in Licensee Products, in Executable Binary form only, with the u-blox OEM modules.

License Restrictions

The Licensed Software shall not be distributed on a stand-alone basis or for any other purpose.

Except as permitted under Section "License" for the Licensed Software provided in Source Code form, Licensee shall not, nor permit any third party to, reverse engineer, reverse assemble, decompile or disassemble any Licensed Software provided to Licensee hereunder.

Licensee shall not, nor permit any third party, including affiliates or a successor in interest by merger, acquisition or sale of its entire business, without the prior written consent of u-blox to assign, sublicense, lease, rent, loan, transfer, or otherwise make available any Licensed Software provided hereunder, except as permitted under Section "License".

Except for the limited copyright license to the Licensed Software expressly granted in Section "License" no other rights or licenses are granted by u-blox under this Agreement, either directly or by implication, estoppel or otherwise, under any patents, copyrights, mask works, trade secrets or other Intellectual Property Rights of u-blox or its Affiliates or suppliers.

Customer shall be responsible for acquiring any necessary rights and licenses from third parties claiming to hold patent rights that are necessary for the use or implementation of any of the SW other than the Licensed Software.

Ownership Rights

u-blox and its suppliers shall retain all of their right, title and interest in and to the Licensed Software, including all of their Intellectual Property Rights related thereto, and to each whole or partial copy thereof.

Term and Termination

The "Term" of this Agreement and the licenses granted hereby shall commence on the Effective Date and shall continue in effect, unless terminated sooner as set forth herein.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and does not cure such breach within thirty (30) days from written notice of such breach. u-blox shall have the right to terminate this Agreement immediately if Licensee breaches any of the provisions in section "Confidentiality", or if Licensee shall cease conducting business in the normal course, files for or is placed in bankruptcy from which it does not emerge within sixty (60) days of filing, or makes a general assignment for the benefit of creditors.

Licensee may terminate this Agreement anytime upon thirty (30) days prior written notice to u-blox.

Upon termination of this Agreement for any reason, Licensee shall promptly return all Licensed Software, related documentation and Confidential Information of u-blox to u-blox, provided however, Licensee may keep for archival and support purposes only the minimum necessary copies of the Licensed Software that Licensee uses in its Licensee Products prior to the effective date of termination, and u-blox shall promptly return to Licensee, upon Licensee's request, all written documentation that u-blox has received from Licensee hereunder which Licensee had identified as Licensee's Confidential Information, provided however, u-blox may keep for archival and support purposes only the minimum necessary copies of such Licensee Confidential Information. Termination of this Agreement shall not affect any agreement with the Licensees Products in accordance with Article "License" prior to the termination of this Agreement.

Confidentiality

Confidentiality Obligations. Each Party agrees: (a) to receive and undertake all necessary and appropriate steps to maintain the Confidential Information of the other Party in strict confidence, (b) not to disclose such Confidential Information to any third parties and (c) to promptly notify the disclosing Party upon learning of any law, rule, regulation or court order that purports to compel disclosure of any Confidential Information of the disclosing party and to reasonably cooperate with the disclosing Party in the exercise of the disclosing Party's right to protect the confidentiality of such Confidential Information. Neither Party hereto will use all or any part of the Confidential Information of the other Party for any purpose other than to perform its obligations under this Agreement. The parties will be responsible for ensuring that their employees, distributors, agents and representatives are made aware of and comply with the provisions of this Section.

Exclusions. Nothing contained herein will prevent a Party from disclosing Confidential Information required pursuant to any applicable law, rule, regulation or court order; provided, however, that such Party complies with the notice provisions of Section "Confidentiality", paragraph 1, prior to such disclosure. Such disclosure will not alter the status of such information hereunder for all other Purposes as Confidential Information.

Termination. Immediately upon request by a party and in any event, upon termination of this Agreement, all Confidential Information will be returned to the disclosing party or destroyed, unless otherwise specified or permitted elsewhere under this Agreement. The confidentiality obligations contained in this Section will survive the expiration or termination of this Agreement for a period of five years.

Injunction. Each Party acknowledges and agrees that the provisions of this section is reasonable and necessary to protect the other Party's interests in its Confidential Information, that any breach of the provisions of such Sections may result in irreparable harm to such other Party, and that the remedy at law for such breach may be inadequate. Accordingly, in the event of any breach or threatened breach of the provisions of such Sections by a Party hereto, the other party, in addition to any other relief available to it at law, in equity or otherwise, will be entitled to seek temporary and permanent injunctive relief restraining the breaching Party from engaging in and/or continuing any conduct that would constitute a breach of this Section, without the necessity of proving actual damages or posting a bond or other security.

Warranty

THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. U-BLOX MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE PROVIDED HEREUNDER. U-BLOX SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY WITH REGARD TO THE LICENSED SOFTWARE.

Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, punitive, special or consequential damages (including lost profits or lost savings) ARISING OUT OF THIS AGREEMENT, whether or not such damages are based on tort, warranty, contract or any other legal theory, even if such party has been advised, or is aware, of the possibility of such damages.

IN NO EVENT SHALL U-BLOX'S total aggregate liability towards licensee under THIS Agreement exceed FIFTY THOUSAND U.S. dollars ($ 50,000), EXCEPT AS OTHERWISE NOT PERMITTED BY APPLICABLE LAW.

Restrictions on Use. LICENSEE Agrees that it will not use, or knowingly permit any of its direct or indirect customers to use, any LICENSEE Product containing any Product in any nuclear, aviation, navigation, military, or other high-risk activities. Buyer further agrees that it will not submit any offer to Purchase products which Buyer knows or has reason to know will be used in the performance of a United States Government contract or subcontract which incorporates federal regulations expressly or by reference, including without limitation the Federal Acquisition Regulation (FAR), Defense Acquisition Regulation (DAR), Armed Services Procurement Regulations (ASPR), and Cost Accounting Standards (CAS). Licensee agrees to indemnify, defend, and hold u-blox harmless against any loss, liability, or damage of any kind that u-blox incurs in connection with a breach of the foregoing warranties.

General

The provisions of Articles "License Restrictions", "Ownership Rights", "Confidentiality", "Warranty", "General", and Section "Term and Termination" paragraph 4, shall survive the expiration or termination of this Agreement.

Notwithstanding anything to the contrary herein, this Agreement shall not be construed as conferring any license or right with respect to any trademark, logo, service mark, or trade or brand name of u-blox or Licensee, or any of their Affiliates, or any other name or mark, or contraction, abbreviation or simulation thereof.

Neither Party is authorized to act for or on the behalf of the other Party under this Agreement, nor as an agent or legal representative of the other to create any obligation, express or implied, on behalf of the other. Each Party is an independent contractor, and no principal/agent, joint venture or partnership relationship is created between them by this Agreement.

The Licensed Software is subject to United States export control laws and may be subject to foreign export and import control laws and regulations. Licensee agrees to strictly comply with all applicable export laws and regulations, including, but not limited to the United States Export Administration Act regarding the export of technology.

This Agreement, and any Order concluded under this Agreement shall be governed by and construed in accordance with the laws of Sweden. All disputes, differences or questions with respect to any matter arising out of or relating to the Agreement or any Order there under shall be finally settled under the Rules of Arbitration of the Stockholm Chamber of Commerce, in Stockholm, Sweden, by one (1) arbitrator appointed in accordance with the said Rules. The proceedings shall be conducted in the English language.

In the event any proceeding or lawsuit is brought by either Party in connection with this Agreement, the prevailing Party in such proceeding or lawsuit shall be entitled to receive its costs for such action, including its reasonable attorneys' fees and expert witness fees.

All notices or communications to be given under this Agreement shall be in writing.

Acceptance

To accept this License Agreement print this document, sign below and either scan and e-mail to info@u-blox.com or send by post to:

u-blox AG
Zuercherstrasse 68
CH-8800 Thalwil
SWITZERLAND

 

The above License Agreement is accepted:


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Purchase order reference for
purchase of cB-WDK-12-A


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