/[gentoo-x86]/licenses/SILK-patent-license
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Contents of /licenses/SILK-patent-license

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Revision 1.1 - (show annotations) (download)
Wed Jan 16 06:56:29 2013 UTC (23 months, 1 week ago) by ulm
Branch: MAIN
CVS Tags: HEAD
Add Skype SILK patent license, bug 416205.

1 SILK PATENT LICENSE
2
3 PLEASE READ THIS SKYPE SILK PATENT LICENSE AGREEMENT (THE "LICENSE
4 AGREEMENT") CAREFULLY BEFORE USING OR EXPLOITING THE SKYPE SILK CODEC
5 (THE "SILK CODEC"). THIS LICENSE AGREEMENT GRANTS YOU CERTAIN LIMITED
6 RIGHTS UNDER SKYPE PATENTS TO USE AND EXPLOIT THE SILK CODEC. THE
7 SOFTWARE CODE AND COPYRIGHTS FOR SKYPE'S SOFTWARE IMPLEMENTATION OF
8 THE SILK CODEC (THE "SKYPE SILK SOFTWARE") ARE LICENSED SEPARATELY,
9 AND THIS LICENSE AGREEMENT APPLIES ONLY TO SKYPE'S PATENT RIGHTS IN
10 THE SILK CODEC.
11
12 NO OTHER SKYPE AGREEMENT GRANTS YOU ANY RIGHT, EXPRESS OR IMPLIED,
13 UNDER SKYPE PATENTS WITH RESPECT TO THE SILK CODEC. SKYPE IS WILLING
14 TO GRANT YOU THE LIMITED PATENT LICENSE SET FORTH HEREIN ONLY UPON THE
15 CONDITION THAT YOU EXPRESSLY ACCEPT AND COMPLY WITH THE TERMS AND
16 CONDITIONS OF THIS LICENSE AGREEMENT.
17
18 BY CLICKING "I AGREE" BELOW, YOU INDICATE THAT YOU UNDERSTAND THIS
19 LICENSE AGREEMENT AND AGREE TO ALL OF ITS TERMS. IF YOU DO NOT ACCEPT
20 AND AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, THEN SKYPE IS
21 UNWILLING TO GRANT YOU ANY RIGHTS UNDER SKYPE PATENTS WITH RESPECT TO
22 THE SILK CODEC AND SKYPE RESERVES THE RIGHT TO ENFORCE ITS PATENT
23 RIGHTS AGAINST YOU AND ANY USE OR EXPLOITATION YOU MAY MAKE OF THE
24 SILK CODEC.
25
26 1. Definitions
27
28 "Affiliate" means, with respect to any entity, any other entity
29 directly or indirectly controlling or controlled by, or under direct
30 or indirect common control with such entity.
31
32 "Compare Tool" means the tool supplied with the Skype Silk Software
33 for comparing the decoder output Test Vectors provided by Skype with
34 the output of a decoder part of a Licensed Product to determine
35 whether the Licensed Product is Fully Compatible. The output of the
36 Compare Tool will be either a "pass" or "fail" based on fixed
37 thresholds hardcoded into the Compare Tool.
38
39 "Compatibility Test" means the test script supplied with the Skype
40 Silk Software to determine whether a Licensed Product is Fully
41 Compatible. At the user's request, the test script will invoke the
42 decoder of the Licensed Product, input the encoder output Test
43 Vectors, and compare the output from the Licensed Product with the
44 decoder output Test Vectors using the Compare Tool.
45
46 "Fully Compatible" means that (i) upon successfully running the
47 Compatibility Test on a Licensed Product, the Compare Tool indicates
48 that the Licensed Product has passed the test; and (ii) the use of
49 such Licensed Product with the Skype Silk Software does not create or
50 result in any errors or bugs or otherwise negatively impair or
51 negatively impact the functioning or operation of the Skype Silk
52 Software.
53
54 "Licensed Patents" means patents, patent applications and other patent
55 rights owned or controlled by Skype or its Affiliates that would be
56 infringed by any unlicensed manufacture, use, sale, offer for sale or
57 importation of the Silk Codec that is implemented by the Skype Silk
58 Software made publicly available by Skype at
59 http://developer.skype.com/silk.
60
61 "Licensed Products" means products having encoder and/or decoder
62 functionality based on a version of the Silk Codec released prior to
63 the date set forth at the top of this License Agreement (a) the
64 unlicensed manufacture, use, sale, offer for sale or importation of
65 which would infringe any issued, unexpired claim or pending claim
66 contained in the Licensed Patents in the country in which any such
67 product is made, used, imported, offered for sale or sold and (b) that
68 are Fully Compatible with the most current version of the Skype Silk
69 Software made publicly available by Skype at
70 http://developer.skype.com/silk at the time you entered into this
71 License Agreement.
72
73 "Skype" means Skype Software S.a.r.l., a Luxembourg corporation.
74
75 "Test Vector" means the bit representation of a signal provided by
76 Skype with the Skype Silk Software.
77
78 2. License and Restrictions
79
80 2.1 License Grant. Subject to your compliance with the terms and
81 conditions of this License Agreement, Skype hereby grants you a
82 non-exclusive, non-transferable license under the Licensed Patents to
83 use, make, have made, sell, offer for sale, and import Licensed
84 Products. The license rights granted under this Section 2.1 will
85 remain in force and effect until the earlier of (i) termination of
86 this License Agreement in accordance with its terms or (ii) expiration
87 of the last to expire of the Licensed Patents.
88
89 2.2 No Technology Transfer Obligation. Nothing in this License
90 Agreement will be deemed to require Skype to furnish any technology,
91 information, materials or services of any kind.
92
93 2.3 No Other Rights. Nothing in this License Agreement will be deemed
94 to confer on you, by implication, estoppel or otherwise, any license
95 or other right under any patent or other intellectual property rights
96 of Skype, except as expressly granted herein.
97
98 3. Non-Assert
99
100 3.1 You agree that you will not, and you will procure that your
101 Affiliates, officers, employees and assignees will not, assert or
102 otherwise claim or allege infringement of any patents or patent rights
103 capable of being infringed by use, manufacture, marketing, making,
104 having made, keeping, disposing of, offering to dispose of,
105 distribution, sale, offering for sale or importation of (i) the Silk
106 Codec or any other or modified version thereof as such or on any
107 device or (ii) any combination of the Silk Codec or any other or
108 modified version thereof with any hardware and/or software, against
109 (a) Skype or its Affiliates, (b) any direct or indirect licensee of
110 Skype or any Affiliate of Skype, or (c) distributors, customers and
111 end users of any of the foregoing.
112
113 3.2 You shall be released from the non-assertion obligation under
114 Section 3.1 in relation to any beneficiary (but not in relation to
115 other beneficiaries) of Section 3.1 that asserts any patent against
116 you for your use of the Skype Silk Software.
117
118 4. No Warranty
119
120 4.1 Skype, its Affiliates, officers, employees and agents, make no
121 representations or warranties that Licensed Patents are or will be
122 held valid or enforceable, or that the manufacture, importation, use,
123 offer for sale, sale or other distribution of any Licensed Products
124 will not infringe upon any patent or other rights.
125
126 4.2 SKYPE, ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS, MAKE NO
127 REPRESENTATIONS, EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
128 IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
129 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSUME NO
130 RESPONSIBILITIES WHATEVER WITH RESPECT TO DESIGN, DEVELOPMENT,
131 MANUFACTURE, USE, SALE OR OTHER DISPOSITION OF ANY LICENSED PRODUCTS.
132
133 4.3 YOU ASSUME THE ENTIRE RISK AS TO PERFORMANCE OF LICENSED PRODUCTS.
134 In no event shall Skype, its Affiliates, officers, employees and
135 agents, be responsible or liable for any direct, indirect, special,
136 incidental, or consequential damages or lost profits or other economic
137 loss or damage with respect to Licensed Products or your exercise of
138 any rights granted herein, regardless of legal or equitable theory.
139 The above limitations on liability apply even though Skype, its
140 Affiliates, officers, employees or agents may have been advised of the
141 possibility of such damage.
142
143 4.4 You agree not to make any statements, representations or
144 warranties whatsoever to any person or entity, or accept any
145 liabilities or responsibilities whatsoever from any person or entity
146 that are inconsistent with any disclaimer or limitation included in
147 this Section 4.
148
149 5. Termination
150
151 5.1 Skype may terminate this License Agreement and any rights granted
152 hereunder in the event that you or any of your Affiliates (i)
153 materially breaches any of the terms and conditions of this Agreement;
154 or (ii) asserts any patent or patent rights against Skype, its
155 Affiliates, or its or their successors or assigns.
156
157 5.2 Sections 1, 3, 4, 5.2, 6, and 7 will survive any termination or
158 expiration of this Agreement.
159
160 6. Governing Law
161
162 This License Agreement will be governed by and construed in accordance
163 with the laws of the State of California and the United States of
164 America, without regard to or application of conflicts of law rules or
165 principles. The United Nations Convention on Contracts for the
166 International Sale of Goods will not apply. Any dispute, controversy
167 or claim arising out of or relating to this License Agreement shall be
168 adjudicated in the state or federal courts located in Santa Clara
169 County, California, and you expressly consent to the exclusive
170 personal jurisdiction and venue therein. Notwithstanding the
171 foregoing, Skype shall have the right to seek injunction or any other
172 equitable or similar relief from any court of competent jurisdiction.
173 Any monetary award shall be payable in United States dollars.
174
175 7. General
176
177 You may not assign, novate or transfer this License Agreement or any
178 rights granted hereunder, by operation of law or otherwise, without
179 Skype's prior written consent, and any attempt by you to do so,
180 without such consent, will be void and of no effect. Skype may assign,
181 transfer or otherwise dispose of any rights or obligations under this
182 Agreement or novate this License Agreement to any third party. Except
183 as expressly set forth in this License Agreement, the exercise by
184 either party of any of its remedies under this License Agreement will
185 be without prejudice to its other remedies under this License
186 Agreement or otherwise. The failure by Skype to enforce any provision
187 of this License Agreement will not constitute a waiver of future
188 enforcement of that or any other provision. Any waiver, modification
189 or amendment of any provision of this License Agreement will be
190 effective only if in writing and signed by authorized representatives
191 of both parties. If any provision of this License Agreement is held to
192 be unenforceable or invalid, that provision will be enforced to the
193 maximum extent possible and the other provisions will remain in full
194 force and effect. This License Agreement is the complete and exclusive
195 understanding and agreement between the parties regarding its subject
196 matter, and supersedes all proposals, understandings or communications
197 between the parties, oral or written, regarding its subject matter,
198 unless you and Skype have executed a separate agreement.

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