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diff --git a/licenses/SILK-patent-license b/licenses/SILK-patent-license new file mode 100644 index 000000000..339a2aeed --- /dev/null +++ b/licenses/SILK-patent-license @@ -0,0 +1,198 @@ +SILK PATENT LICENSE + +PLEASE READ THIS SKYPE SILK PATENT LICENSE AGREEMENT (THE "LICENSE +AGREEMENT") CAREFULLY BEFORE USING OR EXPLOITING THE SKYPE SILK CODEC +(THE "SILK CODEC"). THIS LICENSE AGREEMENT GRANTS YOU CERTAIN LIMITED +RIGHTS UNDER SKYPE PATENTS TO USE AND EXPLOIT THE SILK CODEC. THE +SOFTWARE CODE AND COPYRIGHTS FOR SKYPE'S SOFTWARE IMPLEMENTATION OF +THE SILK CODEC (THE "SKYPE SILK SOFTWARE") ARE LICENSED SEPARATELY, +AND THIS LICENSE AGREEMENT APPLIES ONLY TO SKYPE'S PATENT RIGHTS IN +THE SILK CODEC. + +NO OTHER SKYPE AGREEMENT GRANTS YOU ANY RIGHT, EXPRESS OR IMPLIED, +UNDER SKYPE PATENTS WITH RESPECT TO THE SILK CODEC. SKYPE IS WILLING +TO GRANT YOU THE LIMITED PATENT LICENSE SET FORTH HEREIN ONLY UPON THE +CONDITION THAT YOU EXPRESSLY ACCEPT AND COMPLY WITH THE TERMS AND +CONDITIONS OF THIS LICENSE AGREEMENT. + +BY CLICKING "I AGREE" BELOW, YOU INDICATE THAT YOU UNDERSTAND THIS +LICENSE AGREEMENT AND AGREE TO ALL OF ITS TERMS. IF YOU DO NOT ACCEPT +AND AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, THEN SKYPE IS +UNWILLING TO GRANT YOU ANY RIGHTS UNDER SKYPE PATENTS WITH RESPECT TO +THE SILK CODEC AND SKYPE RESERVES THE RIGHT TO ENFORCE ITS PATENT +RIGHTS AGAINST YOU AND ANY USE OR EXPLOITATION YOU MAY MAKE OF THE +SILK CODEC. + +1. Definitions + +"Affiliate" means, with respect to any entity, any other entity +directly or indirectly controlling or controlled by, or under direct +or indirect common control with such entity. + +"Compare Tool" means the tool supplied with the Skype Silk Software +for comparing the decoder output Test Vectors provided by Skype with +the output of a decoder part of a Licensed Product to determine +whether the Licensed Product is Fully Compatible. The output of the +Compare Tool will be either a "pass" or "fail" based on fixed +thresholds hardcoded into the Compare Tool. + +"Compatibility Test" means the test script supplied with the Skype +Silk Software to determine whether a Licensed Product is Fully +Compatible. At the user's request, the test script will invoke the +decoder of the Licensed Product, input the encoder output Test +Vectors, and compare the output from the Licensed Product with the +decoder output Test Vectors using the Compare Tool. + +"Fully Compatible" means that (i) upon successfully running the +Compatibility Test on a Licensed Product, the Compare Tool indicates +that the Licensed Product has passed the test; and (ii) the use of +such Licensed Product with the Skype Silk Software does not create or +result in any errors or bugs or otherwise negatively impair or +negatively impact the functioning or operation of the Skype Silk +Software. + +"Licensed Patents" means patents, patent applications and other patent +rights owned or controlled by Skype or its Affiliates that would be +infringed by any unlicensed manufacture, use, sale, offer for sale or +importation of the Silk Codec that is implemented by the Skype Silk +Software made publicly available by Skype at +http://developer.skype.com/silk. + +"Licensed Products" means products having encoder and/or decoder +functionality based on a version of the Silk Codec released prior to +the date set forth at the top of this License Agreement (a) the +unlicensed manufacture, use, sale, offer for sale or importation of +which would infringe any issued, unexpired claim or pending claim +contained in the Licensed Patents in the country in which any such +product is made, used, imported, offered for sale or sold and (b) that +are Fully Compatible with the most current version of the Skype Silk +Software made publicly available by Skype at +http://developer.skype.com/silk at the time you entered into this +License Agreement. + +"Skype" means Skype Software S.a.r.l., a Luxembourg corporation. + +"Test Vector" means the bit representation of a signal provided by +Skype with the Skype Silk Software. + +2. License and Restrictions + +2.1 License Grant. Subject to your compliance with the terms and +conditions of this License Agreement, Skype hereby grants you a +non-exclusive, non-transferable license under the Licensed Patents to +use, make, have made, sell, offer for sale, and import Licensed +Products. The license rights granted under this Section 2.1 will +remain in force and effect until the earlier of (i) termination of +this License Agreement in accordance with its terms or (ii) expiration +of the last to expire of the Licensed Patents. + +2.2 No Technology Transfer Obligation. Nothing in this License +Agreement will be deemed to require Skype to furnish any technology, +information, materials or services of any kind. + +2.3 No Other Rights. Nothing in this License Agreement will be deemed +to confer on you, by implication, estoppel or otherwise, any license +or other right under any patent or other intellectual property rights +of Skype, except as expressly granted herein. + +3. Non-Assert + +3.1 You agree that you will not, and you will procure that your +Affiliates, officers, employees and assignees will not, assert or +otherwise claim or allege infringement of any patents or patent rights +capable of being infringed by use, manufacture, marketing, making, +having made, keeping, disposing of, offering to dispose of, +distribution, sale, offering for sale or importation of (i) the Silk +Codec or any other or modified version thereof as such or on any +device or (ii) any combination of the Silk Codec or any other or +modified version thereof with any hardware and/or software, against +(a) Skype or its Affiliates, (b) any direct or indirect licensee of +Skype or any Affiliate of Skype, or (c) distributors, customers and +end users of any of the foregoing. + +3.2 You shall be released from the non-assertion obligation under +Section 3.1 in relation to any beneficiary (but not in relation to +other beneficiaries) of Section 3.1 that asserts any patent against +you for your use of the Skype Silk Software. + +4. No Warranty + +4.1 Skype, its Affiliates, officers, employees and agents, make no +representations or warranties that Licensed Patents are or will be +held valid or enforceable, or that the manufacture, importation, use, +offer for sale, sale or other distribution of any Licensed Products +will not infringe upon any patent or other rights. + +4.2 SKYPE, ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS, MAKE NO +REPRESENTATIONS, EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR +IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF +MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSUME NO +RESPONSIBILITIES WHATEVER WITH RESPECT TO DESIGN, DEVELOPMENT, +MANUFACTURE, USE, SALE OR OTHER DISPOSITION OF ANY LICENSED PRODUCTS. + +4.3 YOU ASSUME THE ENTIRE RISK AS TO PERFORMANCE OF LICENSED PRODUCTS. +In no event shall Skype, its Affiliates, officers, employees and +agents, be responsible or liable for any direct, indirect, special, +incidental, or consequential damages or lost profits or other economic +loss or damage with respect to Licensed Products or your exercise of +any rights granted herein, regardless of legal or equitable theory. +The above limitations on liability apply even though Skype, its +Affiliates, officers, employees or agents may have been advised of the +possibility of such damage. + +4.4 You agree not to make any statements, representations or +warranties whatsoever to any person or entity, or accept any +liabilities or responsibilities whatsoever from any person or entity +that are inconsistent with any disclaimer or limitation included in +this Section 4. + +5. Termination + +5.1 Skype may terminate this License Agreement and any rights granted +hereunder in the event that you or any of your Affiliates (i) +materially breaches any of the terms and conditions of this Agreement; +or (ii) asserts any patent or patent rights against Skype, its +Affiliates, or its or their successors or assigns. + +5.2 Sections 1, 3, 4, 5.2, 6, and 7 will survive any termination or +expiration of this Agreement. + +6. Governing Law + +This License Agreement will be governed by and construed in accordance +with the laws of the State of California and the United States of +America, without regard to or application of conflicts of law rules or +principles. The United Nations Convention on Contracts for the +International Sale of Goods will not apply. Any dispute, controversy +or claim arising out of or relating to this License Agreement shall be +adjudicated in the state or federal courts located in Santa Clara +County, California, and you expressly consent to the exclusive +personal jurisdiction and venue therein. Notwithstanding the +foregoing, Skype shall have the right to seek injunction or any other +equitable or similar relief from any court of competent jurisdiction. +Any monetary award shall be payable in United States dollars. + +7. General + +You may not assign, novate or transfer this License Agreement or any +rights granted hereunder, by operation of law or otherwise, without +Skype's prior written consent, and any attempt by you to do so, +without such consent, will be void and of no effect. Skype may assign, +transfer or otherwise dispose of any rights or obligations under this +Agreement or novate this License Agreement to any third party. Except +as expressly set forth in this License Agreement, the exercise by +either party of any of its remedies under this License Agreement will +be without prejudice to its other remedies under this License +Agreement or otherwise. The failure by Skype to enforce any provision +of this License Agreement will not constitute a waiver of future +enforcement of that or any other provision. Any waiver, modification +or amendment of any provision of this License Agreement will be +effective only if in writing and signed by authorized representatives +of both parties. If any provision of this License Agreement is held to +be unenforceable or invalid, that provision will be enforced to the +maximum extent possible and the other provisions will remain in full +force and effect. This License Agreement is the complete and exclusive +understanding and agreement between the parties regarding its subject +matter, and supersedes all proposals, understandings or communications +between the parties, oral or written, regarding its subject matter, +unless you and Skype have executed a separate agreement. |