IMPORTANT – PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT. AFTER YOU READ THIS LICENSE AGREEMENT, YOU WILL BE ASKED WHETHER YOU ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. DO NOT CLICK “I ACCEPT” UNLESS:
(1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF YOURSELF AND YOUR COMPANY; AND
(2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS LEGALLY BINDING AGREEMENT ON BEHALF OF YOURSELF AND YOUR COMPANY.
Important – Read carefully: This PLANET Utility/Software License Agreement (“Agreement”) is a legal agreement between you (either an individual or entity) and PLANET Technology Corporation (“PLANET”). The “Licensed Materials” subject to this Agreement include the software programs (in whole or in part) that accompany this Agreement and are made available to you as part of the utilities and software, as well as any “online” or electronic documentation (in whole or in part) associated with these software programs and any updates to such software programs and documentation, if any, provided at PLANET’s sole discretion. By using the Licensed Materials you agree to abide by the provisions set forth herein. This Agreement is displayed for you to read prior to using the Licensed Materials. If you choose not to accept or agree with these provisions, do not use the Licensed Materials or the download Services.
Note: Access to Open Source Software: The Licensed Materials could be bundled with open source software. By accepting this Agreement, you will gain access to software licensed under open source licenses, in which case such software and corresponding open source licenses will be listed in the applicable software manifest (in whole or in part, the “Open Source Materials”). Your use of the Open Source Materials is subject to the separate licensing terms applicable to such Open Source Materials as specified in the applicable software manifest. For clarification, this Agreement does not limit your rights under, or grant you rights that supersede, the license terms of any applicable Open Source Materials license agreement. If any of the Open Source Materials have been provided in object code only and are required under the applicable open source license to be provided in source code form, PLANET will provide you with or show you the access to the source code versions of such Open Source Materials if you contact PLANET at 11F, No. 96, Minquan Rd., Xindian Dist., New Taipei City 23141, Taiwan, R.O.C., Attention: Contracts Manager, Embedded Processing. You may terminate this Agreement and cease use of the Utility/Software Service in the event you choose not to accept or agree with the terms in any applicable Open Source Materials license agreement, provided that such termination occurs within five (5) calendar days of acceptance of this Agreement and you abide by all applicable license terms in this Agreement until such termination.
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License Grant and Use Restrictions.
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Limited License. Subject to the terms of this Agreement, PLANET hereby grants to you the following non-exclusive, non-transferable, non-assignable, non-sublicensable licenses under all PLANET intellectual property rights embodied in the Licensed Materials:
- Host License. You may use the Licensed Materials to generate applications (“Target Applications”) that execute solely and exclusively on processing devices manufactured by or for PLANET (“PLANET Devices”).
- Target License. The Licensed Materials may include software programs in an object code format or executable file format that are designed specifically for use with PLANET Devices in Target Applications. You may (i) make copies and use internally the Utilities/Software for the sole purposes of designing, developing, maintaining and supporting Target Applications and (ii) make, use, import, export and otherwise distribute the Utility/Software, solely as part of Target Applications, provided that such Target Applications that execute solely and exclusively on PLANET Devices.
- Covenant not to Sue. You agree not to assert a claim against PLANET or its licensees that the Licensed Materials infringe your intellectual property rights.
- No Other License. Notwithstanding anything to the contrary, nothing in this Agreement shall be construed as a license to any intellectual property rights of PLANET other than those rights embodied in the Licensed Materials provided to you by PLANET. EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER PLANET INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.
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Restrictions.
- Use of any software application generated, analyzed or debugged using the Licensed Materials on processing devices manufactured by or for an entity other than PLANET is a material breach of this Agreement. Use of the Licensed Materials to assist in the design, development or verification of a device not manufactured by or for PLANET is a material breach of this Agreement. Use of the Licensed Materials to generate, analyze or debug applications for use with processing devices other than those manufactured by or for PLANET is a material breach of this Agreement.
- Except as expressly provided in this Agreement, you shall not copy, publish, disclose, display, provide, transfer or make available the Licensed Materials, or any derivatives thereof, to any third party and you shall not sublicense, transfer or assign the Licensed Materials, or any derivatives thereof, or your rights under this Agreement to any third party. You shall not mortgage, pledge or encumber the Licensed Materials, or any derivatives thereof, in any way.
- Termination. The Licensed Materials are provided to you as part of the Utility/Software download. Your access to and use of the Licensed Materials under this Agreement and in conjunction with the Utility/Software may be terminated, in whole or in part, at any time and for any reason. You understand that upon termination by PLANET, which may be immediate and without notice, all applications, data and content generated, created, analyzed or debugged in conjunction with the Licensed Materials may be deleted from the Utility/Software site and may not be recoverable. You may terminate this Agreement at any time by written notice to PLANET. Upon expiration or termination of this Agreement, you will destroy any and all copies of the Licensed Materials, including any derivatives thereof, in your possession, custody or control and provide to PLANET a written statement signed by your authorized representative certifying such destruction. Except for Section 1(a), all provisions of this Agreement shall survive expiration or termination of this Agreement.
- Licensed Materials Ownership. The Licensed Materials are licensed, not sold to you, and can only be used in accordance with the terms of this Agreement. Subject to the licenses granted to you pursuant to this Agreement, PLANET and PLANET’s licensors own and shall continue to own all right, title and interest in and to the Licensed Materials, including all copies thereof. The parties agree that all fixes, modifications and improvements to the Licensed Materials conceived of or made by PLANET that are based, either in whole or in part, on your feedback, suggestions or recommendations are the exclusive property of PLANET and all right, title and interest in and to such fixes, modifications or improvements to the Licensed Materials will vest solely in PLANET. You acknowledge and agree that regardless of the changes made to the Licensed Materials, your right to use any and all derivatives of the Licensed Materials shall remain subject to the terms and conditions of this Agreement. Moreover, you acknowledge and agree that when your independently developed project or product components are combined, in whole or in part, with the Licensed Materials, or any derivative thereof, your right to use the Licensed Materials, or any derivative thereof, embodied in such resulting combined work shall remain subject to the terms and conditions of this Agreement.
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Intellectual Property Rights.
- The Licensed Materials contain copyrighted material, trade secrets and other proprietary information of PLANET and its licensors and are protected by copyright laws, international copyright treaties and trade secret laws, as well as other intellectual property laws. To protect PLANET’s and its licensors’ rights in the Licensed Materials, you agree not to “unlock”, decompile, reverse engineer, disassemble or otherwise translate to a human-perceivable form any portions of the Licensed Materials provided to you in object code format only, nor permit any person or entity to do so. You shall not remove, erase, alter, tamper, cover or obscure any confidentiality, trade secret, trade mark, patent, copyright or other proprietary notice or other identifying marks or designs printed or stamped on, affixed to, or encoded or recorded in any component of the Licensed Materials. You shall reproduce and include in all copies of the Licensed Materials, or any derivatives thereof, the copyright notice(s) and proprietary legend(s) of PLANET and its licensors as they appear in the Licensed Materials. PLANET reserves all rights not specifically granted under this Agreement.
- Certain Licensed Materials may be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own patents, copyrights and other intellectual property rights that cover implementation of those standards. You acknowledge and agree that this Agreement does not convey a license to any such third party patents, copyrights, and other intellectual property rights and that you are solely responsible for any patent, copyright or other intellectual property right claim that relates to your use or distribution of the Licensed Materials, or your use or distribution of your application that include or incorporate the Licensed Materials. Moreover, you acknowledge that any fees or royalties paid to PLANET pursuant to this Agreement, as applicable, do not include any fees or royalties that may be payable to any third party based on such third party’s interests in the Licensed Materials or any intellectual property rights that cover implementation of any industry recognized standard, any software program published by any industry recognized standards bodies or any other proprietary technology. You further acknowledge that you are responsible for any such third party fees or royalties.
- Confidential Information. You acknowledge and agree that the Licensed Materials, and any derivatives thereof, contain trade secrets and other confidential information of PLANET and its licensors. You agree to use the Licensed Materials, or any derivatives thereof, solely within the scope of the licenses set forth herein, to maintain the Licensed Materials, or any derivatives thereof, in strict confidence, to use at least the same procedures and degree of care that you use to prevent disclosure of your own confidential information of like importance but in no instance less than reasonable care, and to prevent disclosure of the Licensed Materials, or any derivatives thereof, to any third party, except as may be necessary and required in connection with your rights and obligations hereunder. You agree to obtain executed confidentiality agreements with your employees having access to the Licensed Materials, or any derivatives thereof, and to diligently take steps to enforce such agreements in this respect. PLANET agrees that industry standard employment agreements used in the normal course of your business shall satisfy the requirements of this section.
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Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS IS”. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.
PLANET MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS, SERVICES, APPLICATTION AND DERIVATIVES OF THE LICENSED MATERIALS. NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY PLANET TO MAINTAIN PRODUCTION OF ANY PLANET HARDWARE OR SOFTWARE WITH WHICH THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, MAY BE USED.
IN NO EVENT SHALL PLANET, OR ITS LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, REGARDLESS OF WHETHER PLANET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS. IN NO EVENT WILL PLANET’S OR ITS LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF.
Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation on how long an implied warranty lasts, the above limitations or exclusions may not apply to you.
- Indemnification Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT PLANET AND ITS APPLICABLE LICENSORS SHALL NOT BE LIABLE FOR AND SHALL NOT DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY INFRINGEMENT CLAIM THAT RELATES TO OR IS BASED ON YOUR MANUFACTURE, USE OR DISTRIBUTION OF THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, OR YOUR MANUFACTURE, USE, OFFER FOR SALE, IMPORTATION OR DISTRIBUTION OF YOUR APPLICATION OR PRODUCTS THAT INCLUDE OR INCORPORATE THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF.
- No Technical Support. PLANET and PLANET’s licensors are under no obligation to install, maintain or support the Licensed Materials, or any derivatives thereof.
- Notices. All notices to PLANET hereunder shall be delivered to PLANET Technology Corporation, 11F, No. 96, Minquan Rd., Xindian Dist., New Taipei City 23141, Taiwan, R.O.C., Attention: Support Manager – Embedded Processing, with a copy to PLANET Legal Department, Attention: Law Department – Embedded Processing. All notices shall be deemed served when received by PLANET.
- Export Control. The Licensed Materials are subject to export control under the U.S. Commerce Department’s Export Administration Regulations (“EAR”). Unless prior authorization is obtained from the U.S. Commerce Department, neither you nor your subsidiaries shall export, re-export, or release, directly or indirectly (including, without limitation, by permitting the Licensed Materials to be downloaded), any technology, software, or software source code, received from PLANET, or export, directly or indirectly, any direct product of such technology, software, or software source code, to any person, destination or country to which the export, re-export, or release of the technology, software, or software source code, or direct product is prohibited by the EAR. You also represent that no technical data will be provided to PLANET, generated, shared or stored by you in conjunction with your use of the Utility/Software download if any such technical data is U.S. Government classified information or is subject to the International Traffic in Arms Regulations (ITAR). Any software export classification made by PLANET shall not be construed as a representation or warranty regarding the proper export classification for such software or whether an export license or other documentation is required for the exportation of such software.
- Governing Law and Severability; Waiver. This Agreement will be governed by and interpreted in accordance with the laws of Taiwan, R.O.C., without reference to conflict of laws principles. If for any reason a court of competent jurisdiction finds any provision of the Agreement to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder of the Agreement shall continue in full force and effect. The parties agree that non-exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within the courts located in Taiwan, R.O.C. Notwithstanding the foregoing, any judgment may be enforced in any Taiwan or foreign court, and either party may seek injunctive relief in any Taiwan or foreign court. Failure by PLANET to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision in this Agreement or any other agreement that may be in place between the parties.
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PRC Provisions. If you are located in the People’s Republic of China (“PRC”) or if the Licensed Materials will be sent to the PRC, the following provisions shall apply:
- Registration Requirements. You shall be solely responsible for performing all acts and obtaining all approvals that may be required in connection with this Agreement by the government of the PRC, including but not limited to registering pursuant to, and otherwise complying with, the PRC Measures on the Administration of Software Products, Management Regulations on Technology Import-Export, and Technology Import and Export Contract Registration Management Rules. Upon receipt of such approvals from the government authorities, you shall forward evidence of all such approvals to PLANET for its records. In the event that you fail to obtain any such approval or registration, you shall be solely responsible for any and all losses, damages or costs resulting therefrom, and shall indemnify PLANET for all such losses, damages or costs.
- Governing Language. This Agreement is written and executed in the English language and shall be authoritative and controlling, whether or not translated into a language other than English to comply with law or for reference purposes. If a translation of this Agreement is required for any purpose, including but not limited to registration of the Agreement pursuant to any governmental laws, regulations or rules, you shall be solely responsible for creating such translation.
- Contingencies. PLANET shall not be in breach of this Agreement and shall not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond PLANET’s reasonable control.
- Entire Agreement. This is the entire agreement between you and PLANET and this Agreement supersedes any prior agreement between the parties related to the subject matter of this Agreement. No amendment or modification of this Agreement will be effective unless in writing and signed by a duly authorized representative of PLANET. You hereby warrant and represent that you have obtained all authorizations and other applicable consents required empowering you to enter into this Agreement.
END USER LICENSE AGREEMENT
By installing or otherwise using our software you agree to abide by the rules of these end user license terms ("EULA”).
This license grants you permission to use the software. It does not transfer ownership of the software to you. This license prohibits any alteration, reverse engineering and benchmarking / analysis of the software.
This agreement is effective until termination. You can terminate the agreement at any time by uninstalling the software.
Java Runtime Environment Materials:
The Java Runtime Environment Materials are licensed under the terms of the Oracle Binary Code License Agreement for the Java SE Platform Products and JavaFX, a copy of which is included in the Java Runtime Environment Materials.
You acknowledge that, by your use of optional features of the Java Runtime Environment Materials and/or by requesting services that require use of the optional features of the Java Runtime Environment Materials, the Java Runtime Environment Materials may automatically download, install and execute software applications from sources other than Oracle ("Other Software"). Neither PLANET nor Oracle makes any representations of a relationship of any kind to licensors of Other Software.
