PLEASE CAREFULLY READ ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS License Agreement ("AGREEMENT") BEFORE YOU ("YOU") ACCESS AND/OR USE the Software Package (as defined below) and/or Documentation (as defined below) from this MediaTek Inc. ("MediaTek") website (this "Website"). ANY ACCESS AND/OR USE OF THE software Package and documentation ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE CLICK THE "I Have Read and AGREEd" BUTTON AT THE END OF THIS AGREEMENT. BY DOING SO, OR BY Accessing, USING OR downloading ANY PART OF THE Software Package And/OR documentation, you accept and agree (ON BEHALF OF YOURSELF AND/OR YOUR COMPANY or organization) to be bound by the terms and conditions of this Agreement, WHICH THEN COMMENCES WITH EFFECT AS A LEGAL AGREEMENT BETWEEN YOU AND/OR YOUR COMPANY or organization (as applicable) AND MediaTek. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS, USE, OR download THE Software Package and documentation.
MediaTek RESERVES ITS RIGHT, at any time, TO CHANGE OR MODIFY THE TERMS AND CONDITIONS OF THis AGREEMENT BY POSTING NEW OR REVISED TERMS AND CONDITIONS TO THis WEBSITE. IF YOU DO NOT AGREE TO THE NEW OR MODIFIED TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT CONTINUE TO Access, USE OR download THE Software Package and Documentation. ANY ACCESS,use AND/OR downloadOF THE software Package and/OR documentation AFTER MediaTek POSTS NEW OR MODIFIED TERMS AND CONDITIONS INDICATES THAT YOU ACCEPT THE NEW OR MODIFIED TERMS AND CONDITIONS.
YOU ACKNOWLEDGE AND AGREE THAT, FROM TIME TO TIME, SOME OF THE SOFTWARE PACKAGE OR DOCUMENTATION ("MATERIALS") YOU DOWNLOAD OR HAVE ACCESS TO FROM THIS WEBSITE MAY CONTAIN AND BE SUBJECT TO THIRD PARTY OR OPEN SOURCE SOFTWARE LICENSES ("THIRD PARTY LICENSES"). BY DOWNLOADING, ACCESSING OR USING SUCH MATERIALS, YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF SUCH THIRD PARTY LICENSES. IN THE EVENT OF conflicts between the terms and conditions of this agreement and the terms and conditions of the third party licenses contained in any materials, the terms and conditions of such third paRty licenses shall prevail but only with respect to the materials containing such third party licenses.
The term of this Agreement commences at the time it becomes effective in the manner described above and continues until terminated by either party in accordance with Section 9 ("Term").
MediaTek’s entire liability to You arising out of or in connection with a particular version of Software Package or Documentation shall not exceed the aggregate amount of license fee paid by You to MediaTek for such Software Package or Documentation. Notwithstanding the foregoing, MediaTek’s entire liability in the aggregate for its breach of the terms Agreement shall not exceed the aggregate amount of license fee paid by You to MediaTek for the twelve (12) months preceding the event giving rise to the first breach. TO THE FULLEST EXTENT ALLOWED AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, MEDIATEK SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY THROUGH YOU FOR PERSONAL INJURY OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, YOUR USE OF THE Software Package and DOCUMENTATION, OR YOUR DEVELOPMENT OF APPLICATIONS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MEDIATEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. YOUR UNDERSTSANDING, ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS AGREEMENT ARE THE LEGAL BASIS AND CONSIDERATION FOR THE LICENSES GRANTED UNDER IT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, SO THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU IN SUCH JURISDICTIONS TO THE EXTENT PROHIBITED BY RELEVANT MANDATORY LAWS.
This Agreement and all rights granted by MediaTek hereunder will automatically terminate without notice:
MediaTek will have no liability to pay compensation or damages, or to provide an indemnity, of any kind as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement is without prejudice to any other right or remedy that MediaTek may have, now or at any time in the future.
Upon the termination of this Agreement: (a) all rights granted to You in this Agreement will terminate; (b) You shall promptly stop using the Software Package and Documentation and return the Software Package and Documentation to MediaTek or destroy all electronic copies of the Software Package and Documentation and provide written certification of such destruction to MediaTek. The provisions of Sections 1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 4, 5, 6, 7, 8, 9.2 and 10 will survive the expiration or termination of this Agreement.
You may not assign this Agreement, in whole or in part, without MediaTek’s prior written consent, and any attempt to do so without such consent shall be void. MediaTek may assign this Agreement without Your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal relationship between You and MediaTek, and You must not represent the existence of any such relationship, whether expressly, by implication or otherwise.
Nothing in this Agreement limits or otherwise affects MediaTek's right to acquire, develop, license, market, promote, or distribute any product or technology that performs the same or similar functions as the Applications or any other products or technologies that You develops, markets, promotes or distributes, or that otherwise competes with the Applications or such products or technologies.
In consideration for determining Your compliance with its obligation under this Agreement, MediaTek shall have the right to audit relevant records containing information regarding Your exercise of Your right or performance of Your obligation during regular business hours.
Any notices or other communication to be made to MediaTek pursuant to this Agreement must be made in writing and will be deemed to have been fully given or made when: (a) personally delivered; or (b) three (3) days after being mailed via commercially reputable overnight delivery service, to the following address:
MediaTek: MediaTek Inc.
No. 1, Dusing Rd. 1, Hsinchu Science Park, Hsinchu City, Taiwan 300, R.O.C.
You agree to receive notices and other communications to be made to You pursuant to this Agreement by email (if Your email has been provided to MediaTek in accordance with this Section) or by posting on this Website and You agree that any notices that MediaTek sends You by email or posting on this Website will satisfy any legal communication requirements. A party may change its email or mailing address by giving the other party written notice in accordance with this Section.
Failure by MediaTek to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of MediaTek’s rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions or the right to take action in respect of a subsequent default by You in the performance or compliance with any of the terms and conditions set forth in this Agreement.
You acknowledge that any disclosure, use or misappropriation of Confidential Information of MediaTek in violation of this Agreement would cause MediaTek irreparable harm for which there may be no adequate remedy at law. Accordingly, You agree that MediaTek shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies otherwise available to MediaTek at law or in equity.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to any conflict-of-laws rules.
This Agreement contains the entire agreement between You and MediaTek with respect to the use of the Software Package and Documentation licensed hereunder and supersedes all existing agreements and all other oral, written or other communications between You and MediaTek concerning this subject matter. If any provision of this Agreement (or any portion thereof) is invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not be affected or impaired.