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QTIL Confidential/Proprietary
PKLA Product Kit License Agreement (Version dated March 18,2020)
PKLA PRODUCT KIT LICENSE AGREEMENT
Before downloading any part of the PKLA Product Kit (defined below) from one (1) or more Qualcomm Sites (defined below) for your use, you are requested to first
enter into this PKLA Product Kit License Agreement (“Agreement”). Please read this Agreement before you select the option stating “I (as an individual or the legal
entity that I represent) have read and understood these terms and conditions and accept them” (“Accept Box”) and before you download the PKLA Product Kit. By
selecting the Accept Box and thereafter downloading a PKLA Product Kit, you consent to be legally bound by this Agreement as LICENSEE (as defined below) for not
only your use of such PKLA Product Kit, but also for any and all PKLA Product Kits that you may subsequently download from time to time from a Qualcomm Site, subject
to any subsequent modifications to this Agreement as implemented in accordance with Section 15 (MISCELLANEOUS PROVISIONS) of this Agreement. If you do not
agree to all the terms of this Agreement, do not select the Accept Box and do not download a PKLA Product Kit. In addition, please be advised that there may be other
product kits (i.e., product kits other than PKLA Product Kits) made available on various Qualcomm Sites that are subject to a separate agreement(s) from QTIL and/or
its Affiliates (defined below).
YOU ARE ADVISED TO PRINT THIS AGREEMENT FOR YOUR RECORDS AND/OR SAVE IT TO YOUR COMPUTER.
This Agreement is entered into between Qualcomm Technologies International, Ltd., a company registered in England and Wales under company number 3665875,
having its registered office at Churchill House, Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ, England (“QTIL”) and you (as an individual) or, where
applicable, the legal entity that you represent (“LICENSEE”). QTIL and LICENSEE are occasionally referred to herein individually as a “Party” and collectively as the
“Parties”.
In consideration of the promises and mutual covenants set forth below, the Parties, intending to be legally bound, agree as follows:
1. DEFINITIONS.
In addition to other terms defined elsewhere in this Agreement, the following terms, when the first letter is capitalized, shall have the meanings set forth in this Section
1 (DEFINITIONS). These terms shall apply both to their singular or plural forms, as the context may require. As used herein, “hereunder,” “herein” and similar
expressions refer to this Agreement; and “including” means “including without limitation.”
“Affiliate” means, with respect to a Party, any corporation or other legal entity that, at any time, directly or indirectly, Controls, is Controlled by, or is under common
Control with such party (but only as long as such Control exists). For the purpose of this definition, the term “Control” means (i) the beneficial ownership (whether
direct or indirect) of more than fifty percent (50%) of the voting power of an entity or (ii) in the case of an entity that does not have outstanding voting shares or
securities, the majority (i.e., more than fifty percent (50%)) of the equity interests in such entity is now or hereafter owned or controlled by another entity, either
directly or indirectly.
“Component” means a semiconductor product sold under QTIL’s (or QTIL’s Affiliates’) label or manufactured under license from QTIL (or QTIL’s Affiliates).
“Development Hardware” means sample Components and/or hardware that is provided to LICENSEE by QTIL, QTIL’s Affiliate or a QTIL Distributor.
“Evaluation Technology” means technology within a PKLA Product Kit provided to LICENSEE under this Agreement that is designated a pre-commercial release
(indicated by terms such as “engineering sample” or “ES”, “engineering drop” or “ED”, “feature complete” or “FC”, “trial,” “draft”, “alpha”, “beta”, “evaluation” or any
similar designation in a file or documentation accompanying that technology), or as otherwise noted by QTIL to LICENSEE.
”LICENSEE Documentation” means any documentation of Licensed Software or LICENSEE Modifications supplied by LICENSEE to LICENSEE’s customers.
“LICENSEE Materials” means the schematics, designs, code and any other documentation or technology including updates or upgrades that LICENSEE in its sole
discretion, uploads to the customer support portal or otherwise provides to QTIL or its Affiliates.
“LICENSEE Modifications” means any of the following: (i) any change to Licensed Software, Reference Designs or Support Materials developed by or for LICENSEE under
this Agreement, and (ii) other software developed by or for LICENSEE under this Agreement for use with Licensed Software or using any application programming
