Aclipsa SDK License Agreement

In order to use the Aclipsa Mobile Video Solutions, LLC (“Aclipsa”) SDK (as defined below), access the information contained on the Aclipsa developers website (the “Website”) or make use of any current and/or future services provided by Aclipsa in the form of support for questions related to the use of the SDK, if any (the “Service” or “Services”), you (“Licensee”) must first accept the terms of this Aclipsa SDK License Agreement (the “Agreement”).

1. AGREEMENT FORMATION.

1.1. Acceptance of this Agreement. Licensee must accept this Agreement before Licensee can use the SDK, Website or Services. By using any portion of the SDK, Website or Services, however, or by clicking accept to this Agreement, Licensee hereby agrees to the terms and conditions of this Agreement. Do not accept this Agreement or use the SDK, Website or Services if Licensee or Licensee’s company is barred from use of the SDK, Website or Services under the laws or regulations of the United States or any other country.

1.2. Authority. Licensee represents and warrants that Licensee is of the legal age of majority in the country in which Licensee resides (typically 18). If Licensee is agreeing to be bound by this Agreement on behalf of Licensee’s employer or another entity, Licensee represents and warrants that Licensee has full legal authority to bind Licensee’s employer or such entity to this Agreement. If Licensee does not have such legal authority, Licensee may not accept the Agreement or use the SDK, Website or Services on behalf of Licensee’s employer or any other entity.

1.3. Changes to this Agreement. Aclipsa reserves the right to change this Agreement from time to time by posting this Agreement to the Website and/or sending Licensee a notice of such changes via email. The changes will become effective and will be deemed accepted by Licensee upon any use by Licensee of the SDK, Website or Services after Aclipsa posts notice of such change. In the event that Licensee does not agree with the changes to the Agreement, then Licensee must immediately cease to use the SDK, Website or Services and Licensee’s rights under this Agreement will terminate, which termination will be Licensee’s sole and exclusive remedy.

2. DEFINITIONS.

2.1. “APIs” means the application programming interface included with the SDK or otherwise made available by Aclipsa, including without limitation, on the Website or portions thereof.

2.2. “Documentation” means install scripts and online or electronic documentation included with the SDK or otherwise made available by Aclipsa, including without limitation, on the Website or portions thereof.

2.3. “Licensee Software” means any software developed or modified by Licensee using the SDK, and which may include any Libraries and/or derivative works of Sample Code.

2.4. “Intellectual Property Rights” means all copyrights, trademarks, trade secrets, patents, mask works and all related, similar or other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.

2.5. “Libraries” means any runtimes provided in Object Code form, and any associated plain-text header files, for redistribution.

2.6. “Object Code” means machine readable computer programming code files.

2.7. “Open Source Software” is software (including without limitation Libraries) available without charge for use, modification and distribution - is often licensed under terms that require the user to make the user's modifications to the Open Source software or any software that the user 'combines' with the Open Source software freely available in source code form.

2.8. “Sample Code” means the Source Code provided for modification and redistribution.

2.9. “SDK” means the APIs, Documentation, Sample Code and Libraries that Aclipsa makes available to assist with the development of software applications that are compatible with the Aclipsa software.

2.10. “Source Code” means human readable form computer programming code and related system level documentation, including all comments, symbols and any procedural code such as job control language.

2.11. “Third Party Technologies” means certain third party components or technologies (e.g., third party libraries) identified in Exhibit A, including certain Open Source Software.

3. LICENSE GRANTS.

3.1. Internal Use. Aclipsa hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide copyright license to download, copy and use for internal purposes only the SDK for development and testing of Licensee’s products for use only with Aclipsa products and services. Except as expressly specified in Sections 3.2 and 3.3, Licensee will have no right to: (a) modify or make, or have made, derivatives of the SDK; (b) reverse engineer, modify, disassemble or to decompile the SDK; or (c) otherwise reduce any part of the SDK to any human readable form. Licensee must retain all copyright notices on any SDK and reproduce such notices on any derivative works that incorporates or use any SDK.

3.2. Sample Code Use. To the extent Sample Code is provided, Aclipsa hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide copyright license to also modify or create derivative works of Sample Code in Source Code and to compile same into Object Code form solely for Licensee’s internal use in developing Licensee Software for use only with Licensee’s products that are, in turn, for use only with Aclipsa products and services.

3.3. Use of Libraries and Sample Code in Licensee Software. Aclipsa hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide copyright license to also modify or create derivative works of Libraries solely in Object Code form solely for the development of Licensee Software for use only with Licensee’s products that are, in turn, for use only with Aclipsa products and services.

3.4. Definitive Agreements for Licensee Software. Notwithstanding anything herein to the contrary, as a condition to Licensee’s external distribution of any Licensee Software developed under the licenses granted to Licensee pursuant to this Agreement, Aclipsa and Licensee shall have entered into one or more definitive agreements with all recipients of the Licensee Software that are consistent with the terms and conditions of this Agreement setting forth, without limitation: (a) the terms and conditions with respect to the distribution and sale of the Licensee Software; (b) payment terms with respect to such Licensee Software; (c) advertising arrangements between the parties; and (d) the minimum required terms and conditions of any end user license agreement with respect to such Licensee Software.

3.5. Restrictions. This Agreement does not grant Licensee any rights, by license, implication or otherwise, in or to any associated materials or technology, except as expressly provided herein. Furthermore, Licensee acknowledges that, except as expressly provided herein, the SDK provided by Aclipsa hereunder are for Licensee’s internal use only and Licensee may not sell, transfer, assign, sublicense or distribute the SDK, in whole or in part, in any manner. Licensee will not use the SDK in applications in which the failure of Licensee’s product could create a situation where personal injury, death, or severe property or environmental damage may occur. Licensee will not use, incorporate, embed, or distribute with the Licensee Software any Open Source Software. No portion of the SDK may in any event be distributed on a stand-alone basis other than in the form of Licensee Software. Licensee must not alter any copyright, trademark or patent notice in the SDK, and may not use Aclipsa’s name, logos or trademarks in the name or advertising of the Licensee Software in a way that suggests the Licensee Software comes from or is endorsed by Aclipsa. Licensee may make a single back-up copy of the SDK for internal use. Aclipsa may modify, discontinue (including by ceasing distribution of or support for) any or all SDK at any time without any notice, and Licensee agrees that it will be solely responsible for ensuring that Licensee’s products function properly after any such modification or discontinuation.

3.6. Third Party Materials. The Third Party Technologies are: (a) incorporated into the SDK; (b) distributed with the SDK; or (c) neither incorporated nor distributed with the SDK, but are necessary for the use of the SDK. Such Third Party Technologies are subject to the applicable third party provider’s additional licensing terms or other agreements set forth in Exhibit A (or in the third party provider’s license if such license is not included in Exhibit A) (“Third Party License Terms”), and are not licensed as part of the SDK pursuant to this Agreement. By using any of these Third Party Technologies, Licensee accepts and agrees to be bound by the Third Party License Terms applicable to those particular Third Party Technologies. To the extent there is any conflict between the terms of this Agreement and any Third Party License Terms, the Third Party License Terms will control with respect to the Third Party Technologies to which they apply. To the extent the Third Party Technologies are not incorporated or distributed with the SDK, Licensee must obtain the Third Party Technologies and the applicable licenses directly from the third party provider of such Third Party Technologies. Licensee agrees that Aclipsa has not obtained or conveyed to Licensee, and that Licensee shall be responsible for obtaining, Intellectual Property Rights to use and/or distribute the applicable, underlying Intellectual Property Rights related to any of the Open Source Software.

3.7. License Disclaimer. LICENSEE ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY THIRD-PARTY PATENT LICENSES FOR VARIOUS AUDIO AND VISUAL FORMATS ARE NECESSARY FOR LICENSEE TO USE, IMPLEMENT, OR DISTRIBUTE LICENSEE SOFTWARE. THE NOTICES LISTED ON EXHIBIT B ARE FOR LICENSEE’S CONVENIENCE AND BY NO MEANS REPRESENT A COMPLETE OR ACCURATE LIST.

3.8. Feedback. Licensee has no obligation to give Aclipsa any suggestions, comments or other feedback (collectively, “Feedback”) relating to the SDK. However, Aclipsa may use and include any Feedback that Licensee voluntarily provides to improve the SDK or other Aclipsa products and services. Accordingly, if Licensee provides Feedback, Licensee grants Aclipsa and its affiliates and subsidiaries a worldwide, non-exclusive, irrevocable, royalty-free, perpetual license to use, reproduce, license, sublicense, distribute, make, have made, sell and otherwise commercialize the Feedback in the SDK or other Aclipsa products and services. Licensee further agrees not to provide any Feedback that: (a) Licensee knows is subject to any Intellectual Property Rights of any third party; or (b) is subject to an Open Source Software license.

4. OWNERSHIP AND COPYRIGHT NOTICES. The SDK are owned or licensed by Aclipsa and are protected by United States and/or foreign intellectual property laws and international treaty provisions. All title and copyrights in and to the SDK, all copies thereof (in whole or in part, and in any form), and all rights therein will remain vested in Aclipsa. Except as expressly provided herein, Aclipsa does not grant any express or implied right to Licensee under Aclipsa Intellectual Property Rights. Licensee agrees the SDK are licensed, not sold, by Aclipsa. For clarity, Licensee may not use any Aclipsa trademark, service mark, logo, name or any other source identifier without Aclipsa’s prior written consent.

5. SUPPORT. Licensee will not be entitled to any support of any kind from Aclipsa or Aclipsa’s licensors. Any support provided with respect to Licensee’s use of the Licensee Software is at the sole option of Aclipsa. Furthermore, Licensee will be solely responsible for providing support to Licensee’s end users for the Licensee Software distributed by Licensee or any other Licensee products (subject to Section 3.4). Aclipsa may, in its sole discretion, provide to Licensee updates to the SDK.

6. WARRANTIES; DISCLAIMER.

6.1. Licensee represents and warrants that it will comply with all applicable laws, rules, regulations, orders, and other requirements of governmental agencies (together, “Laws”) in its use of the SDK and in the development and distribution of the Licensee Software or Licensee products that use or access any SDK. Without limiting the foregoing, Licensee agrees to comply with all export, re-export, and import Laws of the United States and other countries that may apply to the SDK, and will not transfer, or encourage, assist, or authorize the transfer of, the SDK to a prohibited country or otherwise in violation of any applicable Laws. Licensee will not engage in any activity using or related to the SDK, including the development or distribution of Licensee Software that: (a) infringes, violates, or misappropriates the rights of Aclipsa or any third party; or (b) interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies, or other properties or services of Aclipsa or of any end user, mobile operator, or other third party.

6.2. THE SDK ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. ACLIPSA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. ACLIPSA AND ITS LICENSORS DO NOT WARRANT THAT THE SDK ARE ERROR-FREE OR THAT THE SDK WILL RUN CONTINUOUSLY. LICENSEE AGREES THAT LICENSEE’S USE OF THE SDK IS AT LICENSEE’S OWN DISCRETION AND RISK AND LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE’S COMPUTER SYSTEMS OR OTHER DEVICE OR ANY LOSS OF DATA THAT RESULTS FROM SUCH USE.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION.

7.1. ACLIPSA AND ITS LICENSORS WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA OR PROFITS, ARISING FROM THIS AGREEMENT, EVEN IF ACLIPSA HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES AND EVEN IF ANY REMEDIES PROVIDED UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

7.2. IN NO EVENT WILL ACLIPSA’S OR ITS LICENSORS’ TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT OF $1,000 (ONE THOUSAND DOLLARS).

7.3. Licensee agrees to defend, indemnify and hold harmless Aclipsa and its licensors, and any of their respective managers, members, directors, officers, employees, affiliates or agents, from and against any and all loss, damage, liability and other expenses (including reasonable attorneys’ fees), resulting from: (a) the Licensee Software or Licensee’s products; (b) Licensee’s breach or noncompliance with this Agreement; (c) Licensee’s improper use of the SDK; or (d) use, licensing, sale, distribution or other transfer of Licensee Software (each, a “Claim”). Licensee will not consent to the entry of judgment or settle a Claim without Aclipsa’s prior written consent. Licensee will use counsel approved in writing by Aclipsa to defend each Claim. If Aclipsa reasonably determines that a Claim may have an adverse effect on Aclipsa, Aclipsa may take control of the defense of a Claim at Aclipsa’s expense (and without limiting Licensee’s indemnification obligations). The obligations set forth in this section are independent of any other obligations in this Agreement.

8. CONFIDENTIALITY.

8.1. Unless otherwise previously approved by Aclipsa in writing, Licensee will consider the SDK confidential information. Licensee will not disclose the SDK to any third party and shall limit disclosure of the SDK to only those of its employees and contractors: (a) who have a need to know in furtherance of the purpose stated above; and (b) who have signed an agreement with Licensee containing terms and conditions that are at least as restrictive as those in this Agreement. Licensee’s confidentiality obligation will expire five (5) years from the date of termination of this Agreement, with the exception of any Source Code portions of the SDK, which will be kept confidential in perpetuity.

8.2. Before disclosing the SDK to any of its employees or subcontractors, Licensee will advise each such employee or subcontractor that the SDK are confidential information and are subject to the restrictions stated in this Section 8. Licensee further agrees to secure and protect the SDK with the same degree of care that it uses to protect its own confidential information of like nature to prevent the unauthorized use, dissemination or disclosure, but no less than a reasonable degree of care.

8.3. This Agreement imposes no obligation upon Licensee with respect to information that Licensee can reasonably demonstrate through its written records or other evidence: (a) was in Licensee’s rightful possession on or before receipt from Aclipsa without a duty of confidentiality; (b) is or becomes a matter of public knowledge through no fault of Licensee; (c) is rightfully received by Licensee from a third party without a duty of confidentiality; or (d) is independently developed by Licensee without use of or reference to the SDK. If Licensee receives a request, demand, subpoena or order issued by a court of competent jurisdiction or authorized governmental agency to disclose all or any part of SDK, Licensee may comply with such request or demand only if Licensee promptly notifies Aclipsa in writing of any such requirement prior to the disclosure of SDK and reasonably cooperates with Aclipsa regarding Aclipsa’s efforts, if any, to protect against any such disclosure. Licensee may release only that portion of the SDK as required by the court or agency.

8.4. Licensee’s obligations under this Section 8 shall be in addition to, and not in substitution of, any confidentiality or non-disclosure obligations of Licensee under any other agreement entered into between Licensee and Aclipsa.

9. TERM AND TERMINATION. This Agreement is effective until terminated by Aclipsa or Licensee as described below.

9.1. Licensee may terminate this Agreement by notifying Aclipsa that Licensee has ceased using the SDK.

9.2. Aclipsa may terminate this Agreement at any time if: (a) Licensee has breached ay provision of this Agreement; (b) Aclipsa is legally required to do so; or (c) Aclipsa decides not the provide the SDK or the services related to the SDK to users in the country where Licensee resides.

9.3. Upon termination of this Agreement, Licensee will: (a) cease using the SDK; (b) cause its employees and agents to destroy and to certify to the destruction of all copies of the SDK, in whole or in part, at Aclipsa’s request; (c) return all original copies of the SDK to Aclipsa; and (d) make no further use of any of the SDK.

9.4. Notwithstanding anything herein to the contrary, Sections 3.5, 3.6, 3.7, 4, 5, 7, 8, 9 and 10 will survive any expiration or termination of this Agreement, until by their own terms they are fulfilled.

10. MISCELLANEOUS.

10.1. Governing Law. This Agreement will be governed under the laws of the State of Wisconsin, excluding conflicts of law rules. The parties agree that any action arising out of or in connection with this Agreement will be heard in the federal, state, and local courts located in Wisconsin, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.

10.2. Equitable Remedies. Licensee acknowledges that its breach of this Agreement may cause irreparable damage to Aclipsa and agrees that Aclipsa shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

10.3. General. Licensee may not transfer or assign this Agreement, in whole or in part, whether involuntarily, by merger, operation of law or otherwise. Any attempted transfer or assignment by Licensee will be null and void. The parties do not intend that any agency or partnership relationship be created between them by this Agreement. Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, in the event that any provision of this Agreement becomes or is declared unenforceable by any court of competent jurisdiction, such provision shall be deemed deleted and the remainder of this Agreement shall remain in full force and effect. All legal notices, communications or statements given, required or permitted to be given under this Agreement will be in writing and deemed to have been sufficiently given when delivered in person or by confirmed facsimile to be followed-up by an original copy, by nationally recognized overnight courier or by registered or certified mail, postage prepaid, return receipt requested, to the address of the respective parties set forth above. The failure of either party to this Agreement to object to any conduct that violates the terms of this Agreement will not be construed as a waiver of that objection or of any future violation.

10.4. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties and supersedes and merges all prior and contemporaneous oral and/or written agreements, discussions and understandings concerning the subject matter hereof. This Agreement may not be modified except by a written instrument duly executed by the parties. No waiver or modification of any provision of this Agreement shall be binding unless made in writing and signed by an authorized representative of each party. This Agreement may be executed in multiple counterparts, each of which shall constitute a signed original. Any facsimile or electronic image of such executed counterpart will be valid and acceptable for all purposes as if it were an original.

EXHIBIT A

THIRD PARTY TECHNOLOGIES

The SDK include the following Third Party Technologies for which the Licensee must obtain licenses directly from the applicable third party providers:

AFNetworking:

Copyright (c) 2013-2014 AFNetworking (http://afnetworking.com/) Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Google GSON:

Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Sqlcipher:

Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Guava:

Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Commons-IO:

Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

MP4Parser:

Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

AspectJ:

Eclipse Public License - v 1.0

THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS ECLIPSE PUBLIC LICENSE (“AGREEMENT”). ANY USE, REPRODUCTION OR DISTRIBUTION OF THE PROGRAM CONSTITUTES RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT.

1. DEFINITIONS

“Contribution” means:

a) in the case of the initial Contributor, the initial code and documentation distributed under this Agreement, and
b) in the case of each subsequent Contributor:
i) changes to the Program, and
ii) additions to the Program;

where such changes and/or additions to the Program originate from and are distributed by that particular Contributor. A Contribution 'originates' from a Contributor if it was added to the Program by such Contributor itself or anyone acting on such Contributor's behalf. Contributions do not include additions to the Program which: (i) are separate modules of software distributed in conjunction with the Program under their own license agreement, and (ii) are not derivative works of the Program.

“Contributor” means any person or entity that distributes the Program.

“Licensed Patents” mean patent claims licensable by a Contributor which are necessarily infringed by the use or sale of its Contribution alone or when combined with the Program.

“Program” means the Contributions distributed in accordance with this Agreement.

“Recipient” means anyone who receives the Program under this Agreement, including all Contributors.

2. GRANT OF RIGHTS

a) Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute and sublicense the Contribution of such Contributor, if any, and such derivative works, in source code and object code form.

b) Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Contribution of such Contributor, if any, in source code and object code form. This patent license shall apply to the combination of the Contribution and the Program if, at the time the Contribution is added by the Contributor, such addition of the Contribution causes such combination to be covered by the Licensed Patents. The patent license shall not apply to any other combinations which include the Contribution. No hardware per se is licensed hereunder.

c) Recipient understands that although each Contributor grants the licenses to its Contributions set forth herein, no assurances are provided by any Contributor that the Program does not infringe the patent or other intellectual property rights of any other entity. Each Contributor disclaims any liability to Recipient for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights and licenses granted hereunder, each Recipient hereby assumes sole responsibility to secure any other intellectual property rights needed, if any. For example, if a third party patent license is required to allow Recipient to distribute the Program, it is Recipient's responsibility to acquire that license before distributing the Program.

d) Each Contributor represents that to its knowledge it has sufficient copyright rights in its Contribution, if any, to grant the copyright license set forth in this Agreement.

3. REQUIREMENTS

A Contributor may choose to distribute the Program in object code form under its own license agreement, provided that:

a) it complies with the terms and conditions of this Agreement; and

b) its license agreement:

i) effectively disclaims on behalf of all Contributors all warranties and conditions, express and implied, including warranties or conditions of title and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose;

ii) effectively excludes on behalf of all Contributors all liability for damages, including direct, indirect, special, incidental and consequential damages, such as lost profits;

iii) states that any provisions which differ from this Agreement are offered by that Contributor alone and not by any other party; and

iv) states that source code for the Program is available from such Contributor, and informs licensees how to obtain it in a reasonable manner on or through a medium customarily used for software exchange.

When the Program is made available in source code form:

a) it must be made available under this Agreement; and

b) a copy of this Agreement must be included with each copy of the Program.

Contributors may not remove or alter any copyright notices contained within the Program. Each Contributor must identify itself as the originator of its Contribution, if any, in a manner that reasonably allows subsequent Recipients to identify the originator of the Contribution.

4. COMMERCIAL DISTRIBUTION

Commercial distributors of software may accept certain responsibilities with respect to end users, business partners and the like. While this license is intended to facilitate the commercial use of the Program, the Contributor who includes the Program in a commercial product offering should do so in a manner which does not create potential liability for other Contributors. Therefore, if a Contributor includes the Program in a commercial product offering, such Contributor (“Commercial Contributor”) hereby agrees to defend and indemnify every other Contributor (“Indemnified Contributor”) against any losses, damages and costs (collectively “Losses”) arising from claims, lawsuits and other legal actions brought by a third party against the Indemnified Contributor to the extent caused by the acts or omissions of such Commercial Contributor in connection with its distribution of the Program in a commercial product offering. The obligations in this section do not apply to any claims or Losses relating to any actual or alleged intellectual property infringement. In order to qualify, an Indemnified Contributor must: a) promptly notify the Commercial Contributor in writing of such claim, and b) allow the Commercial Contributor to control, and cooperate with the Commercial Contributor in, the defense and any related settlement negotiations. The Indemnified Contributor may participate in any such claim at its own expense.

For example, a Contributor might include the Program in a commercial product offering, Product X. That Contributor is then a Commercial Contributor. If that Commercial Contributor then makes performance claims, or offers warranties related to Product X, those performance claims and warranties are such Commercial Contributor's responsibility alone. Under this section, the Commercial Contributor would have to defend claims against the other Contributors related to those performance claims and warranties, and if a court requires any other Contributor to pay any damages as a result, the Commercial Contributor must pay those damages.

5. NO WARRANTY

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Each Recipient is solely responsible for determining the appropriateness of using and distributing the Program and assumes all risks associated with its exercise of rights under this Agreement , including but not limited to the risks and costs of program errors, compliance with applicable laws, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

6. DISCLAIMER OF LIABILITY

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. GENERAL

If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties hereto, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable. If Recipient institutes patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Program itself (excluding combinations of the Program with other software or hardware) infringes such Recipient's patent(s), then such Recipient's rights granted under Section 2(b) shall terminate as of the date such litigation is filed.

All Recipient's rights under this Agreement shall terminate if it fails to comply with any of the material terms or conditions of this Agreement and does not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If all Recipient's rights under this Agreement terminate, Recipient agrees to cease use and distribution of the Program as soon as reasonably practicable. However, Recipient's obligations under this Agreement and any licenses granted by Recipient relating to the Program shall continue and survive.

Everyone is permitted to copy and distribute copies of this Agreement, but in order to avoid inconsistency the Agreement is copyrighted and may only be modified in the following manner. The Agreement Steward reserves the right to publish new versions (including revisions) of this Agreement from time to time. No one other than the Agreement Steward has the right to modify this Agreement. The Eclipse Foundation is the initial Agreement Steward. The Eclipse Foundation may assign the responsibility to serve as the Agreement Steward to a suitable separate entity. Each new version of the Agreement will be given a distinguishing version number. The Program (including Contributions) may always be distributed subject to the version of the Agreement under which it was received. In addition, after a new version of the Agreement is published, Contributor may elect to distribute the Program (including its Contributions) under the new version. Except as expressly stated in Sections 2(a) and 2(b) above, Recipient receives no rights or licenses to the intellectual property of any Contributor under this Agreement, whether expressly, by implication, estoppel or otherwise. All rights in the Program not expressly granted under this Agreement are reserved.

This Agreement is governed by the laws of the State of New York and the intellectual property laws of the United States of America. No party to this Agreement will bring a legal action under this Agreement more than one year after the cause of action arose. Each party waives its rights to a jury trial in any resulting litigation.

EXHIBIT B

License Disclaimers

As set forth in Section 3.7 of the Agreement, the following notices may or may not apply to the SDK provided by Aclipsa and are not a comprehensive list of intellectual property claims which may be applicable.

MPEG-LA Notice – AVC:
THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE. SUCH LICENSE EXTENDS TO THIS PRODUCT ONLY AND ONLY TO THE EXTENT OF OTHER NOTICES WHICH MAY BE INCLUDED HEREIN. THE LICENSE DOES NOT EXTEND TO ANY OTHER PRODUCT REGARDLESS OF WHETHER SUCH PRODUCT IS INCLUDED WITH THIS LICENSED PRODUCT IN A SINGLE ARTICLE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM.

Last Updated

December 1, 2014