Module Developers Kit

Terms and Conditions This is the Project Ara Module Developers Kit License Agreement. 1. Introduction 1.1 The Project Ara Module Developers Kit is licensed to You subject to the terms and conditions of this License Agreement. This License Agreement forms a legally binding contract between You and Google. 1.2 “Endoskeleton” means a device that provides a frame for physical attachment of Modules and facilitates electrical and logical connections to Modules. 1.3 "Google" means Google Inc., a Delaware corporation with principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States, its subsidiaries and affiliated companies. 1.4 “Intellectual Property” means patents, patent applications, inventions, design rights, utility models, copyrights, semiconductor topography rights, database rights, trade secrets, and all other registered or unregistered intellectual or industrial property rights in any part of the world, including know-how, but excluding any trademark rights. 1.5 “MDK” means the “Project Ara Module Developers Kit” made available by Google to You at http://projectara.com/mdk/ and includes all drawings, technical specifications, system files, and packaged APIs disclosed therein, except that the MDK does not include any exogenous technologies referenced in the Project Ara Module Developers Kit but distributed under separate terms and conditions. 1.6. “Module Interface Technology” means those portions of Modules that implement the MDK or are necessary for interoperability with an Endoskeleton but only to the extent of such implementing or necessary portions. 1.7 “Module” means a device and any related software applications that can be coupled with an Endoskeleton. 1.8 "Project Ara" means Google’s open hardware platform initiative for creating modular smartphones. 1.9 “You” or “Your” means an individual or legal entity, its subsidiaries or affiliated companies, exercising permissions granted by this License Agreement. 2. Accepting this License Agreement 2.1 In order to use the MDK, You must first agree to this License Agreement. You may not use the MDK if You do not accept this License Agreement. 2.2 By clicking to accept or using the MDK, You hereby agree to the terms and conditions of this License Agreement. 2.3 You may not use the MDK and may not accept the License Agreement if You are a person barred from receiving the MDK under the laws of the United States or other countries including the country in which You are resident or from which You use the MDK. 2.4 If You are agreeing to be bound by this License Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to this License Agreement. If You do not have the requisite authority, You may not accept the License Agreement or use the MDK on behalf of Your employer or other entity. 3. License 3.1 Development License 3.1.1 Subject to the terms and conditions of this License Agreement, Google grants to You, a limited, worldwide, royalty-free, fully paid up, revocable, non-assignable, non-sublicensable and non-exclusive license under Google’s Intellectual Property that reads on (i) the MDK, (ii) Module Interface Technology and (iii) combinations thereof, for the sole purpose of of developing and testing Modules. 3.1.2 For the avoidance of doubt, the license grant in Section 3.1.1 directly above does not grant You any rights to sell, offer to sell or distribute the MDK or any Modules or Module Interface Technology. 3.2 Commercial License 3.2.1 By using the MDK or any portion thereof for any purpose other than that expressly authorized in Section 3.1.1, You agree to the terms and conditions set forth in this section 3.2 in addition to the other terms and conditions in this License Agreement. 3.2.2 Subject to the terms and conditions of this License Agreement, Google grants to You, a limited, worldwide, royalty-free, fully paid up, non-assignable, non-sublicensable and non-exclusive license under Google’s Intellectual Property that reads on (i) the MDK, (ii) Module Interface Technology and (iii) combinations thereof, to make, use, sell, offer to sell, copy, display, import, distribute, modify and create derivative works of Module Interface Technology. 3.2.3 Subject to the terms and conditions of this License Agreement, You grant to Google a limited, worldwide, royalty-free, fully paid up, and non-exclusive license under Your Intellectual Property that reads on (i) the MDK, (ii) an Endoskeleton, (iii) Module Interface Technology, and (iv) combinations thereof, to make, use, sell, offer to sell, copy, display, import, distribute, modify and create derivative works from the MDK, Endoskeletons and Module Interface Technology. These rights will be sublicensable by Google to parties solely to make, use, sell, offer to sell, import or distribute an Endoskeleton. For the avoidance of doubt, the license grant in this Section does not include any license to Your Intellectual Property in Your Modules that is not necessary for interoperability of Your Module with an Endoskeleton or conformance with the MDK. 3.2.4 Google, at its discretion, may suspend its license grant to You in this Section if You institute or threaten to institute a proceeding against Google alleging patent infringement related to Project Ara, the MDK, Module Interface Technology or Modules. 3.2.5 You agree not to enjoin in any way (including, without limitation, seeking or obtaining any cease and desist order or any importation exclusion order, or through enforcement of a court-ordered injunction) another party’s manufacture, use, sale, offer for sale, importation or distribution of modules that comply with the requirements of the MDK. 3.3 You agree that Google or third parties own all legal right, title and interest in and to the MDK, including any Intellectual Property Rights that subsist in the MDK. 3.4 You may not use the MDK for any purpose not expressly permitted by this License Agreement. 3.5 You agree that You will not take any actions that may cause or result in the fragmentation of Project Ara, including but not limited to distributing, participating in the creation of, or promoting in any way an alternative or competing developers kit or platform specification derived from the MDK or Project Ara. 3.6 Use, reproduction and distribution of components of the MDK licensed under an open source software license (including but not limited to Android) are governed solely by the terms and conditions of that open source software license and not this License Agreement. 3.7 You agree that the form and nature of the MDK that Google provides may change without prior notice to You and that future versions of the MDK may be incompatible with Modules developed on previous versions of the MDK. You agree that Google may stop (permanently or temporarily) providing the MDK (or any features within the MDK) to You or to users generally at Google's sole discretion, without prior notice to You. 3.8 Nothing in this License Agreement gives You a right to use any of Google's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. 3.9 You agree that You will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the MDK. 4. Use of the MDK by You 4.1 You agree to use the MDK only for purposes that are permitted by (a) this License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). 4.2 You agree that if You use the MDK to develop Modules for end users, You will protect the privacy and legal rights of those users. If the users provide You with user names, passwords, or other login information or personal information, You must make the users aware that the information will be available to Your Module, and You must provide legally adequate privacy notice and protection for those users. If Your Module stores personal or sensitive information provided by users, it must do so securely. If the user provides Your Module with Google Account information, Your application may only use that information to access the user's Google Account when, and for the limited purposes for which, the user has given You permission to do so. 4.3 You agree that You will not engage in any activity with the MDK, including the Developers or distribution of a Module, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Google or any mobile communications carrier. 4.4 You agree that You are solely responsible for (and that Google has no responsibility to You or to any third party for) any data, content, or resources that You create, transmit or display through implementation of the MDK or a Module, and for the consequences of Your actions (including any loss or damage which Google may suffer) by doing so. 4.5 You agree that You are solely responsible for (and that Google has no responsibility to You or to any third party for) any breach of Your obligations under this License Agreement, any applicable third party contract or terms and conditions, or any applicable law or regulation, and for the consequences (including any loss or damage which Google or any third party may suffer) of any such breach. 5. Privacy and Information 5.1 In order to continually innovate and improve the MDK, Google may collect certain usage statistics including but not limited to a unique identifier, associated IP address, type and version number of the software, type and version number of the hardware, and information on which tools and/or services in the MDK are being used and how they are being used. Before any of this information is collected, the MDK will notify You and seek Your consent. If You withhold consent, the information will not be collected. 5.2 The data collected is examined in the aggregate to improve the MDK and is maintained in accordance with Google's Privacy Policy. 6. Third Party Resources 6.1 If You use the resources or applications developed by a third party or that access data, content or resources provided by a third party, You agree that Google is not responsible for those resources, applications, data or content. You understand that all data or content which You may access through such third party resources or applications are the sole responsibility of the person from which they originated and that Google is not liable for any loss or damage that You may experience as a result of the use or access of any of those third party resources, applications, data, content, or resources. 6.2 You should be aware the resources, applications, data or content presented to You through such a third party resource may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these resources, applications, data or content (either in whole or in part) unless You have been specifically given permission to do so by the relevant owners. 6.3 You acknowledge that Your use of such third party resource, application, data or content may be subject to separate terms and conditions between You and the relevant third party. In that case, this License Agreement does not affect Your legal relationship with these third parties. 7. Using APIs to Retrieve Data from Google 7.1 If You use any API to retrieve data from Google, You acknowledge that the data may be protected by intellectual property rights which are owned by Google or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional terms and conditions. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant terms and conditions. 7.2 If You use any API to retrieve a user's data from Google, You acknowledge and agree that You shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given You permission to do so. 8. Terminating this License Agreement 8.1 This License Agreement will continue to apply until terminated by either You or Google as set out below. 8.2 If You want to terminate this License Agreement, You may do so by ceasing Your use of the MDK and commercialization of Your Modules. 8.3 Google may, at any time, terminate this License Agreement with You if: (A) You have breached any provision of this License Agreement; or (B) Google is required to do so by law; or (C) the partner with whom Google offered certain parts of MDK to You has terminated its relationship with Google or ceased to offer certain parts of the MDK to You; (D) Google decides to no longer provide the MDK or certain parts of the MDK to users in the country in which You are resident or from which You use the service, or the provision of the MDK or certain MDK services to You by Google is, in Google's sole discretion, no longer commercially viable; or (E) if You institute or threaten to institute a proceeding alleging patent infringement related to Project Ara, the MDK, Module Interface Technology or Modules. 8.4 Upon termination of this License Agreement, the provisions of Section 3.2.3 shall continue for a period of 6 months from the date of termination and the provisions of Section 13.7 shall continue indefinitely. 8.6 For the avoidance of doubt, You expressly understand and agree that the license grant in Section 3.1 may be revoked by Google at any time with or without notice. 9. DISCLAIMER OF WARRANTIES 9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MDK IS AT YOUR SOLE RISK AND THAT THE MDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM GOOGLE. 9.2 YOUR USE OF THE MDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. 9.3 GOOGLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 10. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. THE PARTIES AGREE THAT THE COMMITMENT TO LICENSE AND ARBITRATION PROVISIONS ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES, IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. 11. Indemnification To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Google, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Your use of the MDK including but not limited to Your or any third party’s manufacture, use, sale, offer for sale or distribution of Your Modules, (b) any Module You develop on the MDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by You with this License Agreement. 12. Changes to the License Agreement Google may make changes to the License Agreement as it distributes new versions of the MDK. When these changes are made, Google will make a new version of the License Agreement available on the website where the MDK is made available. 13. General Legal Terms and Conditions 13.1 This License Agreement constitutes the whole legal agreement between You and Google and governs Your use of the MDK (excluding any services which Google may provide to You under a separate written agreement), and completely replaces any prior agreements between You and Google in relation to the MDK. 13.2 You agree that if Google does not exercise or enforce any legal right or remedy which is contained in this License Agreement (or which Google has the benefit of under any applicable law), this will not be taken to be a formal waiver of Google's rights and that those rights or remedies will still be available to Google. 13.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable. 13.4 You acknowledge and agree that each member of the group of companies of which Google is the parent shall be third party beneficiaries to this License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this License Agreement. 13.5 EXPORT RESTRICTIONS. THE MDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE MDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE. 13.6 You shall not assign any part of Your rights or delegate any part of Your obligations under this License Agreement to any other person, unless Google provides its prior written consent. In the event Google divests all or any part of its businesses to a third party (whether direct or indirect or by sale, merger, consolidation, or otherwise) or reorganizes its businesses, Google may assign or duplicate its rights and obligations under this License Agreement so as to retain the benefits of this License Agreement for both Google and such third party. 13.7 This License Agreement, and Your relationship with Google under this License Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Google agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from this License Agreement. Notwithstanding this, You agree that Google shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. April 9, 2014

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