Oranum.com - Broadcaster Center - Software-licence-agreement

ORANUMCAM SOFTWARE LICENSE AGREEMENT

The terms of this agreement (the “Agreement”) govern the relationship between any Agency and/or Broadcaster (the “Licensee”) and oranum.com regarding the use of the OranumCam software (the “Software”) as described in details in Annex 1 to this Agreement. In this Agreement oranum.com means, subject to your identified country/place of rendering services, either JWS Americas S.à r.l., a Luxembourg law governed private limited liability company with registered address at 44, Avenue John F. Kennedy, L-1855, Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number 249.539 provided you are identified as based in the United States of America or JWS International S.à r.l., a Luxembourg law governed private limited liability company with registered address at 44, Avenue John F. Kennedy, L-1855, Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number 249.566 provided you are identified as based in any other country but the United States of America (JWS Americas S.à r.l. or JWS International S.à r.l. where relevant being hereafter referred to as “JWS” or the “Licensor”). The Licensor and the Licensee shall be collectively referred to as the “Parties”, and individually as the/a “Party”.

PREAMBLE

Whereas, the Licensor, as duly authorized licensee of the Software, has the right (i) to use the Software and relevant intellectual property rights pertaining to such Software, and (ii) to grant sub-licensees of said Software as determined by this Agreement.

Whereas, the Software is relating to the development and the improvement of the livecam feed experience on oranum.com and/or related websites.

Whereas, the Parties have concluded a Service Agreement (i.e. https://broadcaster.oranum.com/en/ ) entered into by and between the Broadcaster and/or the Agency at the opening of a respective Broadcaster or Agency Account, on one hand, and JWS, on the other hand (the “Oranum Services Agreement”).

Whereas, the Licensor wishes to allow the Licensee to operate the Software and to use the related intellectual property rights as specified in this Agreement.

By downloading and Installing the Software, the Licensee accepts the following:

1. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, JWS grants to the Licensee a non-exclusive, non-transferable sub-license to use the Software. The Licensee may use the Software in executable format only and for its own use exclusively. The Licensee may not, transfer or sublicense the Software, or otherwise, use the Software in any way whatsoever, not expressly specified hereto. All rights not expressly granted herein are reserved by the Licensor.

2. FUNCTIONING OF THE SOFTWARE

The Software allows the Licensee to benefit from the optimization of the video quality of the streaming on oranum.com or related websites.

The Software operates by using the technical details and resources of the Licensee computer’s system. The Licensee is aware that the installation of such Software could result in the interconnexion between such Software and other active applications in his computer.

By installing the Software, the Licensee acknowledges that he/she/it is aware and agrees that the Software logs into and sends information about his/his/its computer’s system to Oranum.com. Such information is necessary in the best interest of the Licensee, for the latter to be provided with the best Software experience possible.

JWS represents and warrants that the Software does not access, monitor nor store maliciously any of the Licensee computer’s processes.

3. CONSIDERATION TO THE SOFTWARE LICENSE

The Software is a free to download program. No further fees shall be paid by the Licensee in consideration of the normal usage of the Software.

4. OWNERSHIP

The original and any copies of the Software, made by Licensee, including translations, compilations, partial copies, modifications, and updates, are the property of JWS.

5. PROPRIETARY RIGHTS

The Licensee recognizes that JWS regards the Software as its proprietary information and as confidential trade secrets of great value. The Licensee further agrees to treat the Software with at least the same degree of care with which Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Software.

6. LICENSE RESTRICTIONS

The Licensee agrees that the Software benefits from the protection of the copyrights rules and regulations and that it is strictly forbidden to use, reproduce, disseminate, copy, modify, edit, improve, adapt, translate, multiply, integrate into or extract the entire content or a substantial part thereof from the Software, create derivative work of, make any improvements (even insignificant) and/or adaptations on the Software, publically perform or display, make available, import, broadcast, transmit, sell, distribute and communicate to the public or third parties in any form and by any means whatsoever the Software, without the prior written consent from the Licensor.

Except as specifically granted in this Agreement, Licensor owns and retains all right, title, and interest in the Software. This Agreement does not transfer ownership rights of the Software, or any related materials, to the Licensee or to any third party.

The Licensee shall install the Software on his/her/its computer only for the purpose of providing the services of entertainment subject to the Oranum Services Agreement. The Licensee shall not modify, reverse engineer or decompile the Software, or create derivative works based on the Software. The Licensee may not sell the Software to any person or make any other commercial use of the Software.

7. CONFIDENTIAL INFORMATION

All code, inventions, algorithms, know-how, ideas, and all business, technical and financial information the Licensee obtains from the Licensor are the confidential property of the Licensor (“Confidential Information”).

Except as permitted herein, the Licensee will hold in confidence and not use or disclose any Confidential Information of the Licensor. The Licensee’s nondisclosure obligation will not apply to information that (i) is or becomes (through no improper action or inaction by the Licensee) generally available to the public, or (ii) was in the Licensee’s possession or known by it without restriction prior to receipt from the Licensor, or (iii) was rightfully disclosed to the Licensee by a third party without restriction, or (iv) was independently developed by the Licensee without use of or access to any Confidential Information of the Licensor.

The Licensee may make disclosures required by law or court order provided the Licensee gives the Licensor prior notice of such required disclosure and allows the Licensor to participate in the proceeding.

The Licensor acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, without an obligation to post a bond in addition to whatever remedies it might have at law or under this Agreement.

8. AMENDMENTS

The Licensor may make changes to this Software License Agreement to reflect technical updates of the OranumCam. In such case it undertakes the duty to inform the Licensee of any substantial change before they enter into force.

If any modification is unacceptable to the Agencies and/or Broadcasters, they shall close the Agency or Broadcaster Account and uninstall OranumCam. If the Licensee do not cease using OranumCam, they will be conclusively deemed to have accepted the changes.

9. TERM

The sub-license granted hereunder shall continue unless and until terminated pursuant to Section 9 hereof and subject to Licensee's proper performance of its obligations hereunder.

10. TERMINATION

JWS may terminate this Agreement if the Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) calendar days after written notice thereof from JWS.

The termination of the Oranum Services Agreement shall result in immediate termination of the present Agreement.

11. EFFECTS OF TERMINATION

Upon the termination of this Agreement for any reason:

the Licensee must cease use of and destroy all copies of the Software from the date of notification of termination;
except in respect of any accrued and unsettled rights hereof and/or non-disclosure information duty, neither Party shall be under any further obligation to the other under this Agreement.

12. WARRANTY DISCLAIMER

JWS licenses, and Licensee accepts, the Software "AS IS". JWS PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE SOFTWARE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH THE LICENSEE. THE LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

13. DISCLAIMER OF LIABILITY

IN NO EVENT SHALL JWS BE LIABLE FOR DIRECT INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.

14. SEVERABILITY

If any term hereof is held invalid, void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it shall be void or unenforceable to that extent only and no further and the validity and enforceability of any of the other provisions herein shall not be affected thereby to the extent allowed by law.

15. GOVERNING LAW AND JURISDICTION

This Agreement and all matters arising from it is governed by and construed in accordance with the laws of the Grand-Duchy of Luxembourg. The Parties agree that all questions not regulated in this Agreement shall be governed by the laws of Luxembourg. The Parties agree that all disputes arising out of or in connection with this Agreement shall be solved amicably. If such solution does not succeed, the Parties shall submit their disputes to the competent Luxembourg court. The Parties hereby consent to such personal and exclusive jurisdiction.

16. ASSIGNMENT

The Licensee shall not assign, sublicense or otherwise transfer any or all of its rights, obligations or benefits under this Agreement, without the prior written approval of the Licensor.

The Licensor shall be entitled at its own discretion to assign or transfer this Agreement or any rights thereof to any third party or entity(es) of the Licensor’s group of companies, the present Agreement remaining nevertheless in full force and effect.

ANNEX 1

ORANUMCAM SOFTWARE

(the “Software”)

The ORANUMCAM software (the “Software”) is a part of a global, innovative, live streaming, new generation, technology based know-how and software engine named the “Live Streaming Engine” derived from the “Docler Engine” and further developed by Docler Group (group of entities to which JWS belongs to), with the participation of its knowledgeable developers, on one hand, and by using contributions, codes, software, IT libraries, products, schemas or otherwise (the “Third Parties’ Contributions”) of third parties (the “Third Parties Licensors/Owners”), on the other hand.

The Live Streaming Engine is the ownership of Jasmin IP S.à r.l., whilst the Docler Engine is the ownership of Docler IP S.à r.l., both being limited liability companies incorporated under the laws of Luxembourg, with registered address at 44 Avenue John F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg (the “Engine Owners”). For avoidance of a doubt, both, the Live Streaming Engine and the Docler Engine shall be referred to herein as the “Engines”.

JWS has been granted the right, by the Engine Owners, to use and sub-license the Engines respectively (in whole or portions of it).

The Software is that part of the Engines that enables Broadcasters and/or Agencies to stream their performances via Oranum.com and related websites by downloading and installing the executable version of it on their computers through the Oranum Broadcaster Center (this terms being defined in the Oranum Services Agreement).

The Software, based on a live streaming uploading technology, including Third Parties’ Contributions, is a state of the art solution, with lots of new technological achievements developed internally by Docler Group entities. Although the Software combines a multitude of Third Parties’ Contributions, the final version of it is an original and new derivative work composed of significant new functionalities and components developed in-house.

The Engine Owners concluded a panoply of license agreements with Third Parties Licensors/Owners for the use of the Third Parties’ Contributions, and notably, the following (the “Third Parties’ License(s)”):

Open Source software license terms:

Boost Software License - Version 1.0 - August 17th, 2003, regarding CryptoPP

(https://cryptopp.com/#license)

MIT/X license, as modified, regarding LibCURL

(https://curl.haxx.se/docs/copyright.html)

OpenSSL license and the original SSLeay license, regarding OpenSSL

(https://www.openssl.org/source/license.html)

Pthread license including the GNU Lesser General Public License, Version 2.1, February 1999, regarding a portion of Pthread and PThread-WIn32 product/library, and other copyrights

(https://www.sourceware.org/pthreads-win32/copying.html)

Apache License 2.0, regarding Sigar

(https://github.com/hyperic/sigar/blob/master/LICENSE)

WebRTC software license

https://webrtc.org/support/license

Proprietary software license terms:

Qt FOR APPLICATION DEVELOPMENT LICENSE AGREEMENT, version 3.0 regarding QT
(https://www1.qt.io/licensing/)
EULA regarding Intel Software Development Products (for Intel® Media SDK)

(https://software.intel.com/en-us/license/eula-for-intel-software-development-products)

Intel Simplified Software License for Intel® Integrated Performance Primitives (Intel® IPP) Library

(https://software.intel.com/en-us/license/intel-simplified-software-license)

LibAV: LGPL v2.1

https://libav.org/legal/

without --enable-gpl build option

LibRTMP: LGPL v2.1

https://git.ffmpeg.org/gitweb/rtmpdump.git/blob/refs/heads/master:/librtmp/COPYING

The Third Parties’ License(s) govern the rights granted to the Engine Owners to use the Third Parties’ Contributions as integral parts or components of the Software.

Each of the Third Parties’ License(s) is duly reproduced in Annex 2 to this Agreement.

The Licensee agrees to the terms and conditions of these Third Parties’ License(s), which fully apply to them, and the Licensee acknowledges having read and fully understood said licenses. The defined terms in Annex 2 do not refer to any defined term in the core text of this Agreement (excluding annexes) and its Annex 1. Each defined term in one of the Third Parties’ License(s) listed in Annex 2 relates to this respective license, and so forth. In addition, the links to each Third Parties’ License(s) are provided in Annex 2.

The Software is deployed on 3rd of July 2019, and JWS informs hereto the Licensee that the versions of the above listed Third Parties’ Contributions that are used as integral parts or components of the Software are those downloaded by or purchased by or licensed to the Engine Owners before 3rd of July 2019.

JWS shall disclose or make available or offer an access to the source code to the Licensee only if permitted by the Third Parties License(s) and exclusively of that portion of the code governed by said permissive Third Party License. In no event shall JWS disclose the source code where not deemed mandatory (e.g. for portion of code related to components developed internally or components/libraries covered by the proprietary licenses hereto).

ANNEX 2

Third Parties’ Contributions licensees

CryptoPP

https://cryptopp.com/License.txt

Compilation Copyright (c) 1995-2013 by Wei Dai. All rights reserved. This copyright applies only to this software distribution package as a compilation, and does not imply a copyright on any particular file in the package.

All individual files in this compilation are placed in the public domain by Wei Dai and other contributors.

I would like to thank the following authors for placing their works into the public domain:

Joan Daemen - 3way.cpp

Leonard Janke - cast.cpp, seal.cpp

Steve Reid - cast.cpp

Phil Karn - des.cpp

Andrew M. Kuchling - md2.cpp, md4.cpp

Colin Plumb - md5.cpp

Seal Woods - rc6.cpp

Chris Morgan - rijndael.cpp

Paulo Baretto - rijndael.cpp, skipjack.cpp, square.cpp

Richard De Moliner - safer.cpp

Matthew Skala - twofish.cpp

Kevin Springle - camellia.cpp, shacal2.cpp, ttmac.cpp, whrlpool.cpp, ripemd.cpp

Ronny Van Keer - sha3.cpp

The Crypto++ Library (as a compilation) is currently licensed under the Boost Software License 1.0 (http://www.boost.org/users/license.html).

Boost Software License - Version 1.0 - August 17th, 2003

Permission is hereby granted, free of charge, to any person or organization obtaining a copy of the software and accompanying documentation covered by this license (the "Software") to use, reproduce, display, distribute, execute, and transmit the Software, and to prepare derivative works of the Software, and to permit third-parties to whom the Software is furnished to do so, all subject to the following:

The copyright notices in the Software and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Software, in whole or in part, and all derivative works of the Software, unless such copies or derivative works are solely in the form of machine-executable object code generated by a source language processor.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER

DEALINGS IN THE SOFTWARE.

LibCURL

https://curl.haxx.se/docs/copyright.html

Copyright - License

Related:
The curl name

license mix

FAQ

Curl and libcurl are true Open Source/Free Software and meet all definitions as such. It means that you are free to modify and redistribute all contents of the curl distributed archives. You may also freely use curl and libcurl in your commercial projects.

Curl and libcurl are licensed under a MIT/X derivate license, see below.

There are other computer-related projects using the name curl as well. For details, check out our position on the curl name issue.

The curl license

Permission to use, copy, modify, and distribute this software for any purpose with or without fee is hereby granted, provided that the above copyright notice and this permission notice appear in all copies.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Except as contained in this notice, the name of a copyright holder shall not be used in advertising or otherwise to promote the sale, use or other dealings in this Software without prior written authorization of the copyright holder.

OpenSSL

https://www.openssl.org/source/license.txt

LICENSE ISSUES

==============

The OpenSSL toolkit stays under a double license, i.e. both the conditions of the OpenSSL License and the original SSLeay license apply to the toolkit. See below for the actual license texts.

OpenSSL License

--------------

====================================================================

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
All advertising materials mentioning features or use of this software must display the following acknowledgment:

"This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)"

The names "OpenSSL Toolkit" and "OpenSSL Project" must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact openssl-core@openssl.org.
Products derived from this software may not be called "OpenSSL" nor may "OpenSSL" appear in their names without prior written permission of the OpenSSL Project.
Redistributions of any form whatsoever must retain the following acknowledgment:

"This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)"

THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL PROJECT OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

==============================================================================

This product includes cryptographic software written by Eric Young (eay@cryptsoft.com). This product includes software written by Tim Hudson (tjh@cryptsoft.com).

Original SSLeay License

-------------------------------

This package is an SSL implementation written by Eric Young (eay@cryptsoft.com). The implementation was written so as to conform with Netscapes SSL.

This library is free for commercial and non-commercial use as long as the following conditions are aheared to. The following conditions apply to all code found in this distribution, be it the RC4, RSA, lhash, DES, etc., code; not just the SSL code. The SSL documentation included with this distribution is covered by the same copyright terms except that the holder is Tim Hudson (tjh@cryptsoft.com).

Copyright remains Eric Young's, and as such any Copyright notices in the code are not to be removed. If this package is used in a product, Eric Young should be given attribution as the author of the parts of the library used. This can be in the form of a textual message at program startup or in documentation (online or textual) provided with the package.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
All advertising materials mentioning features or use of this software must display the following acknowledgement:

"This product includes cryptographic software written by Eric Young (eay@cryptsoft.com)". The word 'cryptographic' can be left out if the rouines from the library being used are not cryptographic related :-).

If you include any Windows specific code (or a derivative thereof) from the apps directory (application code) you must include an acknowledgement:

"This product includes software written by Tim Hudson (tjh@cryptsoft.com)"

THIS SOFTWARE IS PROVIDED BY ERIC YOUNG ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

The license and distribution terms for any publically available version or derivative of this code cannot be changed, i.e. this code cannot simply be copied and put under another distribution license [including the GNU Public License].

Pthread and PThread-WIn32

https://www.sourceware.org/pthreads-win32/copying.html

Open Source POSIX Threads for Win32 License

pthreads-win32 - a POSIX threads library for Microsoft Windows

This file is Copyrighted

-------------------------------

This file is covered under the following Copyright:

Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.

Pthreads-win32 is covered by the GNU Lesser General Public License

(source: https://www.sourceware.org/pthreads-win32/copying.lib.html -

Version 2.1, February 1999 is reproduced below)

----------------------------------------------------------------------------------------------

Pthreads-win32 is open software; you can redistribute it and/or modify it under the terms of the GNU Lesser General Public License as published by the Free Software Foundation version 2.1 of the License.

Pthreads-win32 is several binary link libraries, several modules, associated interface definition files and scripts used to control its compilation and installation.

Pthreads-win32 is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details.

A copy of the GNU Lesser General Public License is distributed with pthreads-win32 under the filename: COPYING.LIB.

You should have received a copy of the version 2.1 GNU Lesser General Public License with pthreads-win32; if not, write to:

Free Software Foundation, Inc.

59 Temple Place

Suite 330

Boston, MA 02111-1307

USA

The contact addresses for pthreads-win32 is as follows:

Web: http://sources.redhat.com/pthreads-win32

Email: Ross Johnson

Please use: Firstname.Lastname@homemail.com.au

Pthreads-win32 copyrights and exception files

-------------------------------------------------------------

With the exception of the files listed below, Pthreads-win32 is covered under the following GNU Lesser General Public License Copyrights:

Pthreads-win32 - POSIX Threads Library for Win32

The current list of contributors is contained in the file CONTRIBUTORS included with the source code distribution. The current list of CONTRIBUTORS can also be seen at the following WWW location: http://sources.redhat.com/pthreads-win32/contributors.html.

Contact Email: Ross Johnson

Please use: Firstname.Lastname@homemail.com.au

These files are not covered under one of the Copyrights listed above:

COPYING

COPYING.LIB

tests/rwlock7.c

This file, COPYING, is distributed under the Copyright found at the top of this file. It is important to note that you may distribute verbatim copies of this file but you may not modify this file.

The file COPYING.LIB, which contains a copy of the version 2.1 GNU Lesser General Public License, is itself copyrighted by the Free Software Foundation, Inc. Please note that the Free Software Foundation, Inc. does NOT have a copyright over Pthreads-win32, only the COPYING.LIB that is supplied with pthreads-win32.

The file tests/rwlock7.c is derived from code written by Dave Butenhof for his book 'Programming With POSIX(R) Threads'. The original code was obtained by free download from his website http://home.earthlink.net/~anneart/family/Threads/source.html and did not contain a copyright or author notice. It is assumed to be freely distributable.

In all cases one may use and distribute these exception files freely. And because one may freely distribute the LGPL covered files, the entire pthreads-win32 source may be freely used and distributed.

General Copyleft and License info

---------------------------------------------

For general information on Copylefts, see: http://www.gnu.org/copyleft/.

For information on GNU Lesser General Public Licenses, see:

http://www.gnu.org/copyleft/lesser.html

http://www.gnu.org/copyleft/lesser.txt

Why pthreads-win32 did not use the GNU General Public License

---------------------------------------------------------------------------------------

The goal of the pthreads-win32 project has been to provide a quality and complete implementation of the POSIX threads API for Microsoft Windows within the limits imposed by virtue of it being a stand-alone library and not linked directly to other POSIX compliant libraries. For example, some functions and features, such as those based on POSIX signals, are missing.

Pthreads-win32 is a library, available in several different versions depending on supported compilers, and may be used as a dynamically linked module or a statically linked set of binary modules. It is not an application on its own.

It was fully intended that pthreads-win32 be usable with commercial software not covered by either the GPL or the LGPL licenses. Pthreads-win32 has many contributors to its code base, many of whom have done so because they have used the library in commercial or proprietary software projects.

Releasing pthreads-win32 under the LGPL ensures that the library can be used widely, while at the same time ensures that bug fixes and improvements to the pthreads-win32 code itself is returned to benefit all current and future users of the library.

Although pthreads-win32 makes it possible for applications that use POSIX threads to be ported to Win32 platforms, the broader goal of the project is to encourage the use of open standards, and in particular, to make it just a little easier for developers writing Win32 applications to consider widening the potential market for their products.

Maintained by Ross Johnson.

GNU Lesser General Public License (https://www.sourceware.org/pthreads-win32/copying.lib.html)

---------------------------------------------------

GNU LESSER GENERAL PUBLIC LICENSE

Version 2.1, February 1999

59 Temple Place, Suite 330, Boston, MA 02111-1307 USA

Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.

[This is the first released version of the Lesser GPL. It also counts as the successor of the GNU Library Public License, version 2, hence the version number 2.1.]

Preamble

The licenses for most software are designed to take away your freedom to share and change it. By contrast, the GNU General Public Licenses are intended to guarantee your freedom to share and change free software--to make sure the software is free for all its users.

This license, the Lesser General Public License, applies to some specially designated software packages--typically libraries--of the Free Software Foundation and other authors who decide to use it. You can use it too, but we suggest you first think carefully about whether this license or the ordinary General Public License is the better strategy to use in any particular case, based on the explanations below.

When we speak of free software, we are referring to freedom of use, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for this service if you wish); that you receive source code or can get it if you want it; that you can change the software and use pieces of it in new free programs; and that you are informed that you can do these things.

To protect your rights, we need to make restrictions that forbid distributors to deny you these rights or to ask you to surrender these rights. These restrictions translate to certain responsibilities for you if you distribute copies of the library or if you modify it.

For example, if you distribute copies of the library, whether gratis or for a fee, you must give the recipients all the rights that we gave you. You must make sure that they, too, receive or can get the source code. If you link other code with the library, you must provide complete object files to the recipients, so that they can relink them with the library after making changes to the library and recompiling it. And you must show them these terms so they know their rights.

We protect your rights with a two-step method: (1) we copyright the library, and (2) we offer you this license, which gives you legal permission to copy, distribute and/or modify the library.

To protect each distributor, we want to make it very clear that there is no warranty for the free library. Also, if the library is modified by someone else and passed on, the recipients should know that what they have is not the original version, so that the original author's reputation will not be affected by problems that might be introduced by others.

Finally, software patents pose a constant threat to the existence of any free program. We wish to make sure that a company cannot effectively restrict the users of a free program by obtaining a restrictive license from a patent holder. Therefore, we insist that any patent license obtained for a version of the library must be consistent with the full freedom of use specified in this license.

Most GNU software, including some libraries, is covered by the ordinary GNU General Public License. This license, the GNU Lesser General Public License, applies to certain designated libraries, and is quite different from the ordinary General Public License. We use this license for certain libraries in order to permit linking those libraries into non-free programs.

When a program is linked with a library, whether statically or using a shared library, the combination of the two is legally speaking a combined work, a derivative of the original library. The ordinary General Public License therefore permits such linking only if the entire combination fits its criteria of freedom. The Lesser General Public License permits more lax criteria for linking other code with the library.

We call this license the "Lesser" General Public License because it does Less to protect the user's freedom than the ordinary General Public License. It also provides other free software developers Less

of an advantage over competing non-free programs. These disadvantages are the reason we use the ordinary General Public License for many libraries. However, the Lesser license provides advantages in certain special circumstances.

For example, on rare occasions, there may be a special need to encourage the widest possible use of a certain library, so that it becomes a de-facto standard. To achieve this, non-free programs must be allowed to use the library. A more frequent case is that a free library does the same job as widely used non-free libraries. In this case, there is little to gain by limiting the free library to free software only, so we use the Lesser General Public License.

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How to Apply These Terms to Your New Libraries

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This library is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details.

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Also add information on how to contact you by electronic and paper mail.

You should also get your employer (if you work as a programmer) or your school, if any, to sign a "copyright disclaimer" for the library, if necessary. Here is a sample; alter the names:

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library `Frob' (a library for tweaking knobs) written by James Random Hacker.

<signature of Ty Coon>, 1 April 1990

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That's all there is to it!

Sigar

https://github.com/hyperic/sigar/blob/master/LICENSE

hyperic/sigar is licensed under the Apache License 2.0

A permissive license whose main conditions require preservation of copyright and license notices. Contributors provide an express grant of patent rights. Licensed works, modifications, and larger works may be distributed under different terms and without source code.

This is not legal advice. Learn more about repository licenses.

1a9dfe9 on Apr 29, 2010 @dougm dougm GPL v2 license -> Apache 2 license

202 lines (169 sloc) 10.6 KB

Apache License

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“Submitted Modified Software” shall have the meaning as set forth in Section 2.3.

“Support” shall mean standard developer support that is provided by The Qt Company to assist Designated Users in using the Licensed Software in accordance with The Qt Company’s standard support terms.

“Support Renewal Term” shall mean a time period of twelve (12) months, or any such other time period as agreed between the Parties, calculated from the end of the Initial Support Term or previous Support Renewal Term, as applicable.

“Support Term” shall mean the Initial Support Term and any possible Support Renewal Terms(s) during which time the Licensee is eligible to receive for Support for the Licensed Software.

“Taxes” shall have the meaning set forth in Section 10.5.

“Term” shall mean the period of this Agreement, as set forth in the License Certificate.

“The Qt Company” shall mean:

(i) in the event Licensee is an individual residing in the United States or a legal entity incorporated in the United States or having its headquarters in the United States, The Qt Company Inc., a Delaware corporation with its office at 2350 Mission College Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or

(ii) in the event the Licensee is an individual residing outside of the United States or a legal entity incorporated outside of the United States or having its registered office outside of the United States, The Qt Company Ltd., a Finnish company with its registered office at Bertel Jungin aukio D3A, 02600 Espoo, Finland.

“Updates” shall mean a release or version of the Licensed Software containing bug fixes, error corrections and other changes that are generally made available to users of the Licensed Software that have contracted for Support. Updates are generally depicted as a change to the digits following the decimal in the Licensed Software version number. The Qt Company shall make Updates available to the Licensee under the Support. Updates shall be considered as part of the Licensed Software hereunder.

“Upgrades” shall mean a release or version of the Licensed Software containing enhancements and new features and are generally depicted as a change to the first digit of the Licensed Software version number. In the event Upgrades are provided to the Licensee under this Agreement, they shall be considered as part of the Licensed Software hereunder.

OWNERSHIP

2.1 Ownership of The Qt Company

The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.

All The Qt Company’s Intellectual Property Rights are and shall remain the exclusive property of The Qt Company or its licensors respectively.

2.2 Ownership of Licensee

All the Licensee’s Intellectual Property Rights are and shall remain the exclusive property of the Licensee or its licensors respectively.

All Intellectual Property Rights to the Modified Software, Applications and Devices shall remain with the Licensee and no rights thereto shall be granted by the Licensee to The Qt Company under this Agreement (except as set forth in Section 2.3 below).

2.3 Modified Software

Licensee may create Modified Software that breaks the source or binary compatibility with the Licensed Software. This includes, but is not limited to, changing the application programming interfaces (“API”) by adding, changing or deleting any variable, method, or class signature in the Licensed Software and/or any inter-process protocols, services or standards in the Licensed Software libraries. To the extent that Licensee breaks source or binary compatibility with the Licensed Software, Licensee acknowledges that The Qt Company’s ability to provide Support may be prevented or limited and Licensee’s ability to make use of Updates may be restricted.

To the extent Licensee submits Modified Software to The Qt Company (“Submitted Modified Software”), Licensee hereby grants The Qt Company a sublicensable, assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up license, under all of Licensee’s Intellectual Property Rights, to reproduce, adapt, translate, modify, and prepare derivative works of, publicly display, publicly perform, sublicense, make available and distribute such Submitted Modified Software as The Qt Company sees fit at its free and absolute discretion. For the sake of clarity, the Licensee shall have no obligation to provide Modified Software to The Qt Company.

LICENSES GRANTED

3.1 Development with Licensed Software

Subject to the terms of this Agreement, The Qt Company grants to Licensee a personal, worldwide, non-exclusive, non-transferable license, valid for the Term, to use, modify and copy the Licensed Software by Designated Users on the Development Platforms for the sole purposes of designing, developing, demonstrating and testing Application(s), and to provide thereto related support and other services to end-user Customers.

Licensee may install copies of the Licensed Software on an unlimited number of computers provided that (i) only the Designated Users may use the Licensed Software, and (ii) all Designated Users must have a valid Development License to use Licensed Software.

Licensee may at any time designate another Designated User to replace a then-current Designated User by notifying The Qt Company in writing, provided that any Designated User may be replaced only once during any six-month period.

3.2 Distribution of Redistributables

Subject to the terms of this Agreement, The Qt Company grants to Licensee a personal, worldwide, non-exclusive, non-transferable license, valid for the Term (excluding the Start-For-Free Term), to (i) distribute, by itself or through one or more tiers of Contractors, Redistributables as installed, incorporated or integrated into Applications for execution on the Deployment Platforms, and (ii) grant sublicenses to Redistributables, as distributed hereunder, for Customers solely for Customer’s internal use and to the extent necessary in order for the Customers to use the Applications for their respective intended purposes.

Licensee shall only be entitled to distribute Redistributables with and for the sole purpose of executing Applications. Licensee must not distribute Redistributables (i) separately from Applications, or (ii) as installed, incorporated or integrated, or for the purpose of being installed, incorporated or integrated into Devices.

Right to distribute the Redistributables as provided herein is conditional upon the Licensee having purchased and paid all applicable License Fees before distributing any Redistributables to Customers.

3.3 Further Requirements

The licenses granted above in this Section 3 by The Qt Company to Licensee are conditional and subject to Licensee’s compliance with the following terms:

(i) Licensee shall not remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software;

(ii) Applications must add primary and substantial functionality to the Licensed Software;

(iii) Applications may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software; provided however that Licensee may use the Licensed Software’s scripting and QML (“Qt Quick”) functionality solely in order to enable scripting, themes and styles that augment the functionality and appearance of the Application(s) without adding primary and substantial functionality to the Application(s);

(iv) Applications must not compete with the Licensed Software;

(v) Licensee shall not use The Qt Company’s or any of its suppliers’ names, logos, or trademarks to market Applications, except that Licensee may use “Built with Qt” logo to indicate that Application(s) was developed using the Licensed Software;

(vi) Licensee shall not distribute, sublicense or disclose source code of Licensed Software to any third party (provided however that Licensee may appoint employee(s) of Contractors as Designated Users to use Licensed Software pursuant to this Agreement). Such right may be available for the Licensee subject to a separate software development kit (“SDK”) license agreement to be concluded with The Qt Company;

(vii) Licensee shall not grant the Customers a right to (i) make copies of the Redistributables except when and to the extent required to use the Applications for their intended purpose, (ii) modify the Redistributables or create derivative works thereof, (iii) decompile, disassemble or otherwise reverse engineer Redistributables, or (iv) redistribute any copy or portion of the Redistributables to any third party;

(viii) Licensee shall not and shall cause that its Affiliates or Contractors shall not a) in any way combine, incorporate or integrate Licensed Software with, or use Licensed Software for creation of, any software created with or incorporating Open Source Qt, or b) incorporate or integrate Applications into any hardware device or product, unless Licensee has received an advance written permission from The Qt Company to do so;

(ix) Licensee shall cause all of its Affiliates and Contractors entitled to make use of the licenses granted under this Agreement, to be contractually bound to comply with the relevant terms of this Agreement and not to use the Licensed Software beyond the terms hereof and for any purposes other than operating within the scope of their services for Licensee. Licensee shall be responsible for any and all actions and omissions of its Affiliates and Contractors relating to the Licensed Software and use thereof (including but not limited to payment of all applicable License Fees);

(x) Except when and to the extent explicitly provided in this Section 3, Licensee shall not transfer, publish, disclose, display or otherwise make available the Licensed Software;

(xi) Licensee shall not take any action inconsistent with The Qt Company’s Intellectual Property Rights; and

(xii) Attempt or enlist a third party to conduct or attempt to conduct any of the above.

Above terms shall not be applicable if and to the extent they conflict with any mandatory provisions of any applicable laws.

Any use of Licensed Software beyond the provisions of this Agreement is strictly prohibited and requires an additional license from The Qt Company.

THIRD PARTY SOFTWARE

The Licensed Software may provide links to third party libraries or code (collectively “Third Party Software”) to implement various functions. Third Party Software does not comprise part of the Licensed Software. In some cases, access to Third Party Software may be included in the Licensed Software. Such Third Party Software will be listed in the “…/src/3rdparty” source tree delivered with the Licensed Software or documented in the Licensed Software, as such may be amended from time to time. Licensee acknowledges that use or distribution of Third Party Software is in all respects subject to applicable license terms of applicable third party right holders.

PRE-RELEASE CODE

The Licensed Software may contain pre-release code and functionality marked or otherwise stated as “Technology Preview”, “Alpha”, “Beta” or similar designation. Such pre-release code may be present in order to provide experimental support for new platforms or preliminary versions of one or more new functionalities. The pre-release code may not be at the level of performance and compatibility of a final, generally available, product offering of the Licensed Software. The pre-release parts of the Licensed Software may not operate correctly, may contain errors and may be substantially modified by The Qt Company prior to the first commercial product release, if any. The Qt Company is under no obligation to make pre-release code commercially available, or provide any Support or Updates relating thereto. The Qt Company assumes no liability whatsoever regarding any pre-release code, but any use thereof is exhaustively at Licensee’s own risk and expense.

LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Qt Company hereby represents and warrants that it has the power and authority to grant the rights and licenses granted to Licensee under this Agreement.

Except as set forth above, the Licensed Software is licensed to Licensee “as is”.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS OR THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE RISK OF AND RESPONSIBILITY OF LICENSEE.

Licensee’s exclusive remedy and The Qt Company’s entire liability for Licensed Software shall be limited, at The Qt Company’s option, to correction of the error, replacement of the Licensed Software or return of the applicable fees paid for the defective Licensed Software for the time period during which the License is not able to utilize the Licensed Software under the terms of this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Limitation of Liability

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) LICENSEE’S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III) BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) LICENSEE’S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III) BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE LICENSE FEES RECEIVED BY THE QT COMPANY FROM LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY.

THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

7.2 Licensee´s Indemnification

Licensee shall indemnify and hold harmless The Qt Company from and against any claim, injury, judgment, settlement, loss or expense, including attorneys’ fees related to: (a) Licensee’s misrepresentation in connection with The Qt Company or the Licensed Software or breach of this Agreement, (b) the Application or Device (except where such cause of liability is solely attributable to the Licensed Software).

SUPPORT, UPDATES AND ONLINE SERVICES

Licensee will be eligible to receive Support and Updates and to use the Online Services during the Support Term. Unless otherwise decided by The Company at its free and absolute discretion, Upgrades will not be included in the Support but may be available subject to additional fees.

Licenses granted under this Agreement shall include a prepaid Initial Support Term.

Initial Support Term shall be automatically extended to one or more Support Renewal Term(s), unless and until either Party notifies the other Party in writing that it does not wish to continue the Support, such notification to be provided to the other Party no less than ninety (90) days before expiry of the Initial Support Term or respective Support Renewal Term. During any such Support Renewal Term Support shall be available subject to prices and terms agreed between the Parties or, if no advance agreement exists, subject to The Qt Company’s standard pricing applicable at the commencement date of any such Support Renewal Term. From time to time The Qt Company may change Support provided within each Support plan; provided that during the respective Initial Support Term or Support Renewal Term (as the case may be), the level of Support provided by The Qt Company may not be reduced without the consent of the Licensee.

Unless otherwise agreed, The Qt Company shall not be responsible for providing any service or support to the Customers.

CONFIDENTIALITY

Each Party acknowledges that during the Term of this Agreement each Party may receive information about the other Party’s business, business methods, business plans, customers, business relations, technology, and other information, including the terms of this Agreement, that is confidential and of great value to the other Party, and the value of which would be significantly reduced if disclosed to third parties (“Confidential Information”). Accordingly, when a Party (the “Receiving Party”) receives Confidential Information from the other Party (the “Disclosing Party”), the Receiving Party shall only disclose such information to employees and Contractors on a need to know basis, and shall cause its employees and employees of its Affiliates to: (i) maintain any and all Confidential Information in confidence; (ii) not disclose the Confidential Information to a third party without the Disclosing Party’s prior written approval; and (iii) not, directly or indirectly, use the Confidential Information for any purpose other than for exercising its rights and fulfilling its responsibilities pursuant to this Agreement. Each Party shall take reasonable measures to protect the Confidential Information of the other Party, which measures shall not be less than the measures taken by such Party to protect its own confidential and proprietary information.

Obligation of confidentiality shall not apply to information that (i) is or becomes generally known to the public through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure hereunder and was not subject to limitations on disclosure or use; (iii) is developed independently by employees or Contractors of the Receiving Party or other persons working for the Receiving Party who have not had access to the Confidential Information of the Disclosing Party, as proven by the written records of the Receiving Party; (iv) is lawfully disclosed to the Receiving Party without restrictions, by a third party not under an obligation of confidentiality; or (v) the Receiving Party is legally compelled to disclose, in which case the Receiving Party shall notify the Disclosing Party of such compelled disclosure and assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to limit the scope of disclosure and the dissemination of disclosed Confidential Information to the minimum extent necessary.

The obligations under this Section 9 shall continue to remain in force for a period of five (5) years after the last disclosure, and, with respect to trade secrets, for so long as such trade secrets are protected under applicable trade secret laws.

FEES, DELIVERY AND PAYMENT

10.1 License Fees

License Fees are described in The Qt Company’s standard price list, quote or Purchase Order confirmation or in an appendix hereto, as the case may be.

The License Fees shall not be refunded or claimed as a credit in any event or on whatsoever grounds.

10.2 Ordering Licenses

Licensee may purchase Development Licenses pursuant to agreed pricing terms or, if no specific pricing terms have been agreed upon, at The Qt Company’s standard pricing terms applicable at the time of purchase.

Licensee shall submit all purchase orders for Development Licenses to The Qt Company by email or any other method acceptable to The Qt Company (each such order is referred to herein as a “Purchase Order”) for confirmation, whereupon the Purchase Order shall become binding between the Parties.

10.3 Payment Terms

License Fees and any other charges under this Agreement shall be paid by Licensee no later than thirty (30) days from the date of the applicable invoice from The Qt Company.

The Qt Company will submit an invoice to Licensee after the date of this Agreement and/or after The Qt Company receives a Purchase Order from Licensee.

A late payment charge of the lower of (a) one percent per month; or (b) the interest rate stipulated by applicable law, shall be charged on any unpaid balances that remain past due.

The Qt Company shall have the right to suspend, terminate or withhold grants of all rights to the Licensed Software hereunder, including but not limited to the Developer License, Distribution License, and Support, should Licensee fail to make payment in a timely fashion.

10.4 Taxes

All License Fees and other charges payable hereunder are gross amounts but exclusive of any value added tax, use tax, sales tax and other taxes, duties or tariffs (“Taxes”). Such applicable Taxes shall be paid by Licensee, or, where applicable, in lieu of payment of such Taxes, Licensee shall provide an exemption certificate to The Qt Company and any applicable authority.

10.5 Limited Subscription License

Companies, organizations and individuals, whose annual sales revenue is below one hundred thousand US dollars (<100,000 USD) are eligible to license the Licensed Software at discounted price, as set forth in www1.qt.io (“Limited Subscription License”).

The Qt Company may limit the period of validity of the Limited Subscription License, as set forth in www1.qt.io.

Licensees eligible and choosing the Limited Subscription License shall, immediately after their annual sales revenue for a calendar year exceeds one hundred thousand US dollars (100,000 USD) inform The Qt Company of such increase, whereafter The Qt Company shall have a right to change applicable License Fees corresponding to The Qt Company´s then current price list. The Licensee shall have the obligation, at any time upon The Qt Company’s request, to furnish evidence, reasonably satisfactory to The Qt Company, that its annual sales revenue is below one hundred thousand US dollars (<100,000 USD) in order for the Licensee to be entitled to continue using the Limited Subscription License. Failure to provide such evidence shall be considered as Licensee’s material breach of the Agreement.

Limited Subscription License shall not include any Support.

In all other respects the Limited Subscription License shall carry the rights and obligations as set forth in this Agreement.

11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS

11.1 Licensee’s Record-keeping

Licensee shall at all times maintain accurate and up-to-date written records of Licensee’s activities related to the use of Licensed Software and distribution of Redistributables. The records shall be adequate to determine Licensee’s compliance with the provisions of this Agreement and to demonstrate the number of Designated Users and Redistributables distributed by Licensee. The records shall conform to good accounting practices reasonably acceptable to The Qt Company.

Licensee shall, within thirty (30) days from the end of each calendar quarter, deliver to The Qt Company a report detailing the number of Designated Users. Such report shall contain such other information as The Qt Company shall reasonably require from time to time.

11.2. The Qt Company’s Audit Rights

The Qt Company or an independent auditor acting on behalf of The Qt Company’s, may, upon at least five (5) business days’ prior written notice and at its expense, audit Licensee with respect to the use of the Redistributables, but not more frequently than once during each 6-month period. Such audit may be conducted by mail, electronic means or through an in-person visit to Licensee’s place of business. Any such in-person audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. The Qt Company or the independent auditor acting on behalf of The Qt Company shall be entitled to inspect Licensee’s Records. All such Licensee’s Records and use thereof shall be subject to an obligation of confidentiality under this Agreement.

If an audit reveals that Licensee is using the Licensed Software beyond scope of the licenses Licensee has paid for, Licensee agrees to immediately pay The Qt Company any amounts owed for such unauthorized use.

In addition, in the event the audit reveals a material violation of the terms of this Agreement (underpayment of more than 5% of License Fees shall always be deemed a material violation for purposes of this section), then the Licensee shall pay The Qt Company’s reasonable cost of conducting such audit.

12 TERM AND TERMINATION

12.1 Term

This Agreement shall enter into force upon due acceptance by both Parties and remain in force for the Term, unless and until terminated pursuant to the terms of this Section 12.

12.2 Termination by The Qt Company

The Qt Company shall have the right to terminate this Agreement upon thirty (30) days prior written notice if (i) the Licensee is in material breach of any obligation of this Agreement and fails to remedy such breach within such notice period; or (ii) Licensee or any of its Affiliates bring a suit before any court or administrative agency or otherwise assert a claim against The Qt Company’s or any of its Affiliates’ Intellectual Property Rights or validity thereof.

12.3 Mutual Right to Terminate

Either Party shall have the right to terminate this Agreement immediately upon written notice in the event that the other Party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of its assets, ceases to conduct business, or an act equivalent to any of the above occurs under the laws of the jurisdiction of the other Party.

12.4 Parties´ Rights and Duties upon Termination

Upon expiry or termination of the Agreement for any reason, Licensee shall, within 30 days after such termination, cease and shall cause all Designated Users (including those of its Affiliates’ and Contractors’) to cease using the Licensed Software and distribution of the Redistributables under this Agreement.

Upon any such termination the Licensee shall destroy or return to The Qt Company all copies of the Licensed Software and all related materials and will certify the same to The Qt Company upon its request, provided however that Licensee may retain and exploit such copies of the Licensed Software as it may reasonably require in providing continued support to Customers.

Expiry or termination of this Agreement for any reason whatsoever shall not relieve Licensee of its obligation to pay any License Fees accrued or payable to The Qt Company prior to the effective date of termination, and Licensee shall immediately pay to The Qt Company all such fees upon the effective date of termination. Termination of this Agreement shall not affect any rights of Customers to continue use of Applications (and therein incorporated Redistributables).

GOVERNING LAW AND LEGAL VENUE

In the event this Agreement is in the name of The Qt Company Inc., a Delaware Corporation, then:

(i) this Agreement shall be construed and interpreted in accordance with the laws of the State of California, USA, excluding its choice of law provisions;

(ii) the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement; and

(iii) any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in San Francisco, USA, before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

In the event this Agreement is in the name of The Qt Company Ltd., a Finnish Company, then:

(i) this Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions;

(ii) the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement; and

(iii) any disputes, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be shall be finally settled by arbitration in accordance with the Arbitration Rules of Finland Chamber of Commerce. The arbitration tribunal shall consist of one (1), or if either Party so requires, of three (3), arbitrators. The award shall be final and binding and enforceable in any court of competent jurisdiction. The arbitration shall be held in Helsinki, Finland and the process shall be conducted in the English language. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

GENERAL PROVISIONS

14.1 No Assignment

Licensee shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of The Qt Company, which shall not be unreasonably withheld or delayed. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement.

14.2 No Third Party Representations

Licensee shall make no representations or warranties concerning the Licensed Software on behalf of The Qt Company. Any representation or warranty Licensee makes or purports to make on The Qt Company’s behalf shall be void as to The Qt Company.

14.3 Surviving Sections

Any terms and conditions that by their nature or otherwise reasonably should survive termination of this Agreement shall so be deemed to survive.

14.4 Entire Agreement

This Agreement, the exhibits hereto, the License Certificate and any applicable Purchase Order constitute the complete agreement between the Parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein.

In the event of any conflict or inconsistency between this Agreement and any Purchase Order, the terms of this Agreement will prevail over the terms of the Purchase Order with respect to such conflict or inconsistency.

14.5 Modifications

No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each Party. No term or condition contained in Licensee’s Purchase Order shall apply unless expressly accepted by The Qt Company in writing.

14.6 Force Majeure

Except for the payment obligations hereunder, neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of act of God, terrorist attack or other similar unforeseeable catastrophic event that prevents either Party for fulfilling its obligations under this Agreement and which such Party cannot avoid or circumvent (“Force Majeure Event”). If the Force Majeure Event results in a delay or non-performance of a Party for a period of three (3) months or longer, then either Party shall have the right to terminate this Agreement with immediate effect without any liability (except for the obligations of payment arising prior to the event of Force Majeure) towards the other Party.

14.7 Notices

Any notice given by one Party to the other shall be deemed properly given and deemed received if specifically acknowledged by the receiving Party in writing or when successfully delivered to the recipient by hand, fax, or special courier during normal business hours on a business day to the addresses specified for The Qt Company in the beginning of this Agreement, and for the Licensee in the Licensee’s account profile. Each communication and document made or delivered by one Party to the other Party pursuant to this Agreement shall be in the English language.

14.8 Export Control

Licensee acknowledges that the Redistributables may be subject to export control restrictions under the applicable laws of respective countries. Licensee shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the Redistributables and exercise of licenses hereunder and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions or consents, where necessary for the re-exportation of the Redistributables, Applications and/or Devices.

14.9 No Implied License

There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with The Qt Company and its licensors. In addition, no licenses or immunities are granted to the combination of the Licensed Software with any other software or hardware not delivered by The Qt Company under this Agreement.

14.10 Attorney Fees

The prevailing Party in any action to enforce this Agreement shall be entitled to recover its attorney’s fees and costs in connection with such action.

14.11 Severability

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have caused this Agreement to be executed by Licensee’s authorized representative installing the Licensed Software and accepting the terms hereof in connection therewith.

Appendix 1

Parts of the Licensed Software that are permitted for distribution in object code form only (“Redistributables”) under this Agreement:

– The Licensed Software’s essential and add-on libraries

– The Licensed Software’s configuration tool (“qtconfig”)

– The Licensed Software’s help tool (“Qt Assistant”)

– The Licensed Software’s internationalization tools (“Qt Linguist”, “lupdate”, “lrelease”)

– The Licensed Software’s QML (“Qt Quick”) launcher tool (“qmlscene” and “qmlviewer”)

– The Licensed Software’s installer framework

Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:

– The Licensed Software’s source code and header files

– The Licensed Software’s documentation

– The Licensed Software’s documentation generation tool (“qdoc”)

– The Licensed Software’s tool for writing makefiles (“qmake”)

– The Licensed Software’s Meta Object Compiler (“moc”)

– The Licensed Software’s User Interface Compiler (“uic” or in the case of Qt Jambi: “juic”)

– The Licensed Software’s Resource Compiler (“rcc”)

– The Licensed Software’s generator (only in the case of Qt Jambi if applicable)

– The Licensed Software’s parts of the IDE tool (“Qt Creator”)

– The Licensed Software’s Emulator

– Build scripts, recipes and other material for creating the configuration of Licensed Software and/or 3rd party components, including the reference operating system configuration delivered in conjunction with the Licensed Software

LEGAL NOTICE

These pages include material that is protected by trademark law, trade name law and copyright. The publishing, communicating or making available to the public, distributing, copying, transferring or modifying all or part of the content of the pages is prohibited without express prior written consent of The Qt Company. The prohibition does not extend to private, non-commercial use. The use of press releases and other documents classified as public is permitted in public communications if the source for the information has been identified.

The material and the links on the pages are provided for information purposes only. The Qt Company does not give any warranties, either expressed or implied, as to the availability of the pages, completeness or correctness of the information on the pages, or the accuracy or the fitness for a particular purpose of the pages or the content of the pages.

The Qt Company shall not be liable for any direct or indirect damage arising out of the use of these web pages. In case the applicable jurisdiction does not allow the aforementioned limitation of liability, the liability of The Qt Company is limited to the extent permitted by the applicable law.

The Qt Company may include links to sites on the Internet that are owned or operated by third parties. The Qt Company has no control over the content of such site and does not assume any responsibility for and will have not liability for damages arising out of any material published on such third-party sites. In addition, a link to a third party site does not imply that The Qt Company endorses the site or the products or services referenced in such site.

PRIVACY POLICY

The Qt Company Oy (“The Qt Company”) is committed to protecting the privacy of its users and the persons visiting The Qt Company’s web pages. Any personal data provided to The Qt Company through these web pages or related to the downloading or use of the products or services of The Qt Company is processed pursuant to the following guidelines:

The Qt Company will process any personal information of the users of its products, services or web-site only for The Qt Company’s business purposes, including lawful purposes relating to recruitment and license management. The Qt Company may process personal information that:

a user actively provides during account creation or otherwise in response to forms or questionnaires, or sales inquiries and transactions such as the name and physical address, email addresses, telephone numbers, and employer or a user;
is available from third parties related to or relevant for the use or licensing of the products and services of the Qt Company, or
is related to the use of the web-site, products or services of the Qt Company such as download history, IP address.

The Qt Company does not sell personal information to third parties. The Qt Company may engage service providers to process the personal information. Also The Qt Company may for its business purposes and subject to the limitations of the applicable law, transfer such personal data to third parties to the extent such transfers are reasonably necessary for the business purposes of The Qt Company. The Qt Company may among other things provide to a company list of downloads of the Qt Company products using an IP-address linked to the company or in relation to which the name of the company has been provided by the user.

Given the global nature of The Qt Company’s business, processing information for the above purposes may involve a cross-border transfer of the information provided to The Qt Company. Any cross-border transfer of the information will be carried out in strict compliance with the applicable law to ensure protection of your privacy.

In addition to the information submitted to The Qt Company via these web pages, The Qt Company may collect information about visits to these pages to improve The Qt Company’s services.

The Qt Company ask that you not send, and you not share any sensitive personal information (e.g., Social Security numbers, information related to racial or ethnic origin, political opinions, religion or other beliefs, health, criminal background or trade union membership).

Please note that by sending your personal information to The Qt Company or by downloading any available software on web-site of the Qt Company you are explicitly consenting to the processing and transfer of such information in the way and for the purpose mentioned above.

The Qt Company may update its Privacy Policy from time to time. If any change materially reduces your rights or the obligations of the Qt Company under this Policy, we will post a prominent notice in this section of the web-site of The Qt Company notifying users when it is updated.

If you have any questions, please contact us: communications@theqtcompany.com

Intel® IPP (Integrated Performance Primitives - color conversion (free)

https://software.intel.com/en-us/license/intel-simplified-software-license

Intel Simplified Software License

Intel Simplified Software License for Intel® Math Kernel Library (Intel® MKL), Intel® Integrated Performance Primitives (Intel® IPP) Library, Intel® Machine Learning Scaling Library (Intel® MLSL), Intel® Data Analytics Acceleration Library (Intel® DAAL), Intel® Threading Building Blocks (Intel® TBB), Intel® Distribution for Python* (version June 2017)

Use and Redistribution. You may use and redistribute the software (the “Software”), without modification, provided the following conditions are met:

Redistributions must reproduce the above copyright notice and the following terms of use in the Software and in the documentation and/or other materials provided with the distribution.
Neither the name of Intel nor the names of its suppliers may be used to endorse or promote products derived from this Software without specific prior written permission.
No reverse engineering, decompilation, or disassembly of this Software is permitted.

Limited patent license. Intel grants you a world-wide, royalty-free, non-exclusive license under patents it now or hereafter owns or controls to make, have made, use, import, offer to sell and sell (“Utilize”) this Software, but solely to the extent that any such patent is necessary to Utilize the Software alone. The patent license shall not apply to any combinations which include this software. No hardware per se is licensed hereunder.

Third party and other Intel programs. “Third Party Programs” are the files listed in the “third-party-programs.txt” text file that is included with the Software and may include Intel programs under separate license terms. Third Party Programs, even if included with the distribution of the Materials, are governed by separate license terms and those license terms solely govern your use of those programs.

DISCLAIMER. THIS SOFTWARE IS PROVIDED "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE DISCLAIMED. THIS SOFTWARE IS NOT INTENDED NOR AUTHORIZED FOR USE IN SYSTEMS OR APPLICATIONS WHERE FAILURE OF THE SOFTWARE MAY CAUSE PERSONAL INJURY OR DEATH.

LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE TO INDEMNIFY AND HOLD INTEL HARMLESS AGAINST ANY CLAIMS AND EXPENSES RESULTING FROM YOUR USE OR UNAUTHORIZED USE OF THE SOFTWARE.

No support. Intel may make changes to the Software, at any time without notice, and is not obligated to support, update or provide training for the Software.

Termination. Intel may terminate your right to use the Software in the event of your breach of this Agreement and you fail to cure the breach within a reasonable period of time.

Feedback. Should you provide Intel with comments, modifications, corrections, enhancements or other input (“Feedback”) related to the Software Intel will be free to use, disclose, reproduce, license or otherwise distribute or exploit the Feedback in its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations.

Compliance with laws. You agree to comply with all relevant laws and regulations governing your use, transfer, import or export (or prohibition thereof) of the Software.

Governing law. All disputes will be governed by the laws of the United States of America and the State of Delaware without reference to conflict of law principles and subject to the exclusive jurisdiction of the state or federal courts sitting in the State of Delaware, and each party agrees that it submits to the personal jurisdiction and venue of those courts and waives any objections. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded and will not apply to the Software.

*Other names and brands may be claimed as the property of others.

Intel® Media SDK - MJPEG decoding

https://software.intel.com/en-us/license/eula-for-intel-software-development-products

End User License Agreement for Intel® Software Development Products (Version May 2017)

IMPORTANT INFORMATION ABOUT YOUR RIGHTS, OBLIGATIONS AND THE USE OF YOUR DATA – PLEASE READ AND AGREE BEFORE COPYING, INSTALLING OR USING

This Agreement forms a legally binding contract between you, or the company or other legal entity (“Legal Entity”) for which you represent and warrant that you have the legal authority to bind that Legal Entity, are agreeing to this Agreement (each, “You” or “Your”) and Intel Corporation and its subsidiaries (collectively “Intel”) regarding Your use of the Materials. By copying, installing, distributing, publicly displaying, or otherwise using the Materials, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not copy, install, distribute, publicly display, or use the Materials. You affirm that You are 18 years old or older or, if not, Your parent, legal guardian or Legal Entity must agree and enter into this Agreement.

DATA COLLECTION. The Materials may contain certain features that generate, collect, and transmit data to Intel about the installation, setup, and use of the Materials. The purposes of data collection are: 1) to verify compliance with the terms of this Agreement; and 2) to enable Intel to develop, improve, and support Intel’s products and services. When data is collected to verify compliance with the terms of this Agreement, this collection may be mandatory and a condition of using the Materials. This data includes the Material’s unique serial number combined with other information about the Materials and Your computer.

When Materials are made available for use free of charge, the collection of usage data (such as randomly generated unique identifier and component/feature/function usage) may also be mandatory and a condition of using the Materials. Data collected about the installation, setup, and use of the Materials may be collated with other available data only if: 1) the purpose is to develop, improve, and support Intel’s products and services, and 2) the data will not be used to identify or contact You or other individuals.

To learn more about Intel’s data collection for these Materials, please visit: https://software.intel.com/en-us/articles/data-collection. To learn more about Intel’s privacy practices, please visit http://www.intel.com/privacy.

LICENSE DEFINITIONS.

“Confidential Information” means all Materials (as defined below), including any portions thereof, that are identified (in the product release notes, on Intel’s download website for the Materials or elsewhere) or labeled as Intel confidential information or a similar legend.

“Excluded License” means a license that requires, as a condition of use, modification, or distribution, that the licensed software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in Source Code form; (b) be licensed by the user to third parties for the purpose of making and/or distributing derivative works; or (c) be redistributable at no charge. Excluded Licenses include, without limitation, licenses that license or distribute software under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), and (g) the Common Public License (CPL).

“Licensed Patent Claims” means the claims of Intel’s patents that are necessarily and directly infringed by the reproduction and distribution of the Materials that is authorized in Section 2 below, when the Materials are in their unmodified form as delivered by Intel to You and not modified or combined with anything else. Licensed Patent Claims are only those claims that Intel can license without paying, or getting the consent of, a third party.

"Materials" are defined as the software, documentation, the software product serial number and license key codes (if applicable), and other materials, including any modifications, updates and upgrades thereto, that are provided to You under this Agreement. Materials also include any Redistributables, Source Code, and Pre-Release Materials, as defined below, but do not include Third Party Programs.

“Microsoft Platforms” means any current and future Microsoft operating system products, Microsoft run-time technologies (such as the .NET Framework), and Microsoft application platforms (such as Microsoft Office or Microsoft Dynamics) that Microsoft offers.

“Pre-Release Materials” means the Materials, or portions thereof, that are identified (in the product release notes, on Intel’s download website for the Materials or elsewhere) or labeled as pre-release, and as such the Pre-Release Materials are deemed to be pre-release code (e.g., alpha or beta release, etc.), which may not be fully functional and which Intel may substantially modify in development of a commercial version, and for which Intel makes no assurances that it will ever develop or make generally available a commercial version.

"Redistributables" (if any) are the files listed in the text files that may be included in the Materials for the applicable “Intel Software Development Product” that indicate they are for redistribution, including but not limited to “redist.txt.”

“Sample Source Code” is those portions of the Materials that are Source Code files and are identified as sample source code, including without limitation, the IPP Sample Source.

“Source Code” is defined as the software (and not documentation or text) portion of the Materials provided in human readable format, and includes modifications to the Source Code that You make or are made on Your behalf as expressly permitted under the terms of this Agreement.

“Third Party Programs” (if any) are the files listed in the “third-party-programs.txt” text file that may be included in the Materials for the applicable software.

“Your Product” means one or more applications or products developed by or for You using the Materials.

LICENSE GRANTS.

2.1 License. Subject to the terms and conditions of this Agreement, and timely payment of any fees (if applicable), Intel grants You a non-exclusive, worldwide, perpetual (subject to Section 11 below), non-assignable (except as expressly permitted hereunder), limited right and license:

under its copyrights, to:

1) reproduce internally a reasonable number of copies of the Materials for Your internal business use in accordance with the documentation included as part of the Materials, and subject to the applicable license rights and restrictions specified in Section 3 below; provided, however, that this license does not include the right to sublicense and may only be exercised by You or Your employees;

2) use the Materials solely for Your internal business use to develop Your Product, in accordance with the applicable license rights and restrictions specified in Section 3 below and the documentation or text files included as part of the Materials; provided, however, that this license does not include the right to sublicense and may only be exercised by You or Your employees;

3) modify or create derivative works of the Materials, or any portions thereof, that are provided in Source Code form, provided, however, that this license does not include the right to sublicense and may be exercised only by You or Your employees;

4) publicly perform, display, and distribute (directly and through Your distributors, resellers and other channel partners) or otherwise make publicly available the Redistributables, including any modifications to or derivative works of the Redistributables made pursuant to Section 2.1.A(3), or any portions thereof, subject to the following restrictions:

a) any distribution of the Redistributables must only be as part of Your Product which must add significantly more functionality than the Redistributables themselves;

b) any additional restrictions which may appear in the Redistributables text files specified in Section 1.G above and in Section 3 below; and

c) the license under Section 2.1.A(4) includes the right to sublicense the Redistributables, but the sublicense rights are limited to sublicensing of any Intel copyrights in the Redistributables and only to the extent necessary to perform, display, and distribute the Redistributables (including Your modifications and derivative works thereto) solely as incorporated in Your Product.

d) Distribution of the Redistributables is also subject to the following limitations: You (i) will be solely responsible to Your customers for any update, support obligation or other liability which may arise from the distribution, (ii) will not make any statement that Your Product is "certified" or that its performance is guaranteed by Intel, (iii) will not use Intel's name or trademarks to market Your Product without written permission from Intel, (iv) will provide the Redistributables subject to a license agreement that prohibits disassembly and reverse engineering of the Redistributables except in cases when you provide Your Product subject to an open source license that is not an Excluded License, for example, the BSD license, or the MIT license, (v) will indemnify, hold harmless, and defend Intel and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from Your modifications, derivative works or Your distribution of Your Product.

and

under Intel’s Licensed Patent Claims, to:

1) make copies of the Materials only as specified in Section 2.1.A(1);

2) use the Materials only as specified in Section 2.1.A(2); and

3) offer to distribute, and distribute, but not sell, the Redistributables only as part of Your Product, under Intel’s copyright license granted in Section 2.1(A), but only under the terms of that copyright license and not as a sale (but this right does not include the right to sub-license);

And, provided further, that (i) the license under the Licensed Patent Claims does not and will not apply to, and (ii) Intel does not expressly grant You a patent license in this Agreement to: any modifications to, or derivative works of, the Materials, whether made by You, Your contractor, Your customer (which, for all purposes under this Agreement, will mean either a customer, reseller, distributor or other channel partner), or any third party even if the modification and derivative works are permitted under 2.1(A)(3).

2.2 Hardware. If the Materials You receive are packaged as a single orderable items (i.e., as a single SKU) with hardware that includes one or more Intel manufactured microprocessors (“Intel Target Hardware”), then the licenses granted in Section 2.1 above are restricted to the sole purpose of producing and releasing Your Product to execute on computer systems that include the same or new versions of the Intel manufactured microprocessor included in the Intel Target Hardware.

2.3 Third Party and Other Intel Programs. Third Party Programs, even if included with the distribution of the Materials, are governed by separate license terms, including without limitation, third party license terms, other Intel software license terms, and open source software license terms. Such separate license terms (and not this Agreement) solely govern Your use of the Third Party Programs.

LICENSE CONDITIONS AND ADDITONAL LICENSE TYPES.

3.1 License Conditions. Your license to the Materials is subject to the following conditions:

If You are an entity, Your contractors may use the Materials as specified in Section 2 above, provided: (i) their use of the Materials is solely on behalf of and in support of Your business, (ii) they agree to the terms and conditions of this Agreement, and (iii) You are solely responsible for their use of the Materials.

If Your Product is a software development library, then attribution (if any), as specified in the product release notes of the corresponding Materials will be displayed prominently in Your Product’s associated documentation and on the website (if any) for Your Product.

If You receive Your first copy of the Materials electronically, and a second copy on media, then you may use the second copy only in accordance with Your applicable license stated in this Agreement, or for backup or archival purposes. You may not provide the second copy to another user.

3.2 Pre-Release Materials. Notwithstanding anything to the contrary elsewhere in this Agreement, If the Materials You received are identified as Pre-Release Materials, (i) You may only use the Pre-Release Materials for internal evaluation purposes and You may not disclose, modify, distribute, incorporated the Pre-Release Materials into Your Product or make commercial use of the Pre-Release Materials or any portion; (ii) You have the right to use the Pre-Release Materials only for the duration of the pre-release term, which is specified in the product release notes, on Intel’s download website for the Materials or elsewhere, or until the commercial release, if any, of the Pre-Release Materials, whichever is shorter, and (iii) You may not disclose to any third party any benchmarks, performance results, or other information relating to the Pre-Release Materials.

3.3 Restrictions. Except as expressly provided in this Agreement, You may NOT: (i) use, copy, distribute, or publicly display the Materials; (ii) rent or lease the Materials to any third party; (iii) assign this Agreement or transfer the Materials; (iv) modify, adapt, or translate the Materials in whole or in part; (v) reverse engineer, decompile, or disassemble the Materials; (vi) attempt to modify or tamper with the normal function of any license manager that may regulate usage of the Materials; (vii) distribute, sublicense or transfer the Source Code form of any components of the Materials or derivatives thereof to any third party; (viii) distribute Redistributables except as part of a larger program that adds significant primary functionality different from that of the Redistributables; (ix) distribute the Redistributables to run on a platform other than a Microsoft Platform if according to the accompanying user documentation the Materials are meant to execute only on a Microsoft Platform; (x) include the Redistributables in malicious, deceptive, or unlawful programs or products; or (xi) modify, create a derivative work, link, or distribute the Materials so that any part of it becomes subject to an Excluded License.

3.4 Additional License Types. Some “Intel(R) Software Development Products” may have additional license types and additional license terms, as set forth below, under which such Products can be licensed. The scope and term of Your license will be indicated in the quote or other similar document provided to You by Intel. For more information on the license types, please contact Intel or Your sales representative.

Evaluation License. If You obtained the Materials under an evaluation license, You may use the Materials only for internal evaluation purposes and only for the term of the evaluation period, as specified on Intel’s download website or controlled by the license key for the Materials. Notwithstanding anything to the contrary elsewhere in this Agreement, You may use the Materials only for evaluation purposes and only for any term of the Evaluation, You may not distribute any portion of the Materials, and the application and/or product developed by You may only be used for evaluation purposes and only for the term of the evaluation. You may install copies of the Materials on a reasonable number of computers to conduct Your evaluation provided that You are the only individual using the Materials and only one copy of the Materials is in use at any one time. A separate license key is required for each additional use and/or individual user in all other cases, including without limitation, use by persons, computer systems, and other use methods known now and in the future. Intel may provide You with a license key that enables the Materials for this evaluation license. If You are an entity, Intel grants You the right to designate one individual within Your organization to have the sole right to use the Materials in the manner provided above.

Noncommercial Use License. If You obtained the Materials under a noncommercial use license, You may use the Materials only for non-commercial use where You receive no fee, remuneration or any other form of compensation. The Materials may not be used for any other purpose, whether “for profit” or “not for profit.” Any work performed or produced as a result of use of the Materials cannot be performed or produced for the benefit of other parties for a fee, compensation or any other reimbursement or remuneration. You may install copies of the Materials on an unlimited number of computers provided that You are the only individual using the Materials and only one copy of the Materials is in use at any one time. A separate license is required for each additional use and/or individual user in all other cases, including without limitation, use by persons, computer systems, and other methods of use known now and in the future. Intel will provide You with a license key that enables the Materials for a noncommercial-use license. If You obtained a time-limited, noncommercial-use license, the term of Your license is either specified on Intel’s download website, specified in the applicable documentation or controlled by the license key for the Materials.

Named-User License. If You obtained the Materials under a named-user license, You may allow only one (1) individual to install and use the Materials on no more than three (3) computers provided that same individual is using the Materials only on one (1) computer at a time. If You obtained a time-limited, named-user license, the term of Your license is specified on Intel’s download website or in the applicable documentation, or is controlled by the license key for the Materials.

Floating License. If You obtained the Materials under a floating license, You may (a) install the Materials on an unlimited number of computers that are connected to the designated network and (b) use the Materials by no more than the authorized number of concurrent individual users. If You obtained a time-limited, floating license key, the term of Your license and Your ability to use the Materials is specified on Intel’s download website or in the applicable documentation, or is controlled by the license key for the Materials.

Site License. Notwithstanding anything to the contrary in this Agreement, if the Materials include the text file named “site_license_materials.txt” the files specified in that text file may be installed on computer systems located only at a single site (unless multiple sites are specified in the purchase order accepted by Intel or its resellers), and those files may be accessed or used by unlimited and simultaneous users, subject to their compliance with all of the terms and conditions of this Agreement.

Node-Locked License. If You obtained the Materials under a node-locked license, You may use the Materials only on a single designated computer by no more than the authorized numbers of concurrent users. If You obtained a time-limited, node-locked license, the term of Your license and Your ability to use the Materials is limited to the time period of the obtained license, which is specified on Intel’s download website, specified in the applicable documentation or controlled by the license kay for the Materials.

3.5 Media Format Codecs and Digital Rights Management. You acknowledge and agree that your use of the Materials or distribution of the Materials with Your Product as permitted by this license may require you to procure license(s) from one or more third parties that may hold intellectual property rights applicable to any media decoding, encoding or transcoding technology (such as, for example, through use of an audio or video codec) and/or digital rights management capabilities of the Materials, if any. Should any such additional licenses be required, You are solely responsible for obtaining any such licenses and agree to obtain any such licenses at Your own expense.

3.6 Materials Transfer. Except for the Pre-Release Licenses or Evaluation Licenses or Non-Commercial Licenses, as specified above, You may permanently transfer the Materials you received pursuant to a license type listed in Section 3(D) above, and all of Your rights under this Agreement, to another party (“Recipient”) solely in conjunction with a change of ownership, merger, acquisition, sale or transfer of all or substantially all of Your business or assets, either voluntarily, by operation of law or otherwise subject to the following: You must notify Intel of the transfer by sending a letter to Intel (i) identifying the legal entities of Recipient and You, (ii) identifying the Materials (i.e., the specific Intel software and version) and the associated serial numbers to be transferred, (iii) certifying that You retain no copies of the Materials or portions thereof, (iv) certifying that the Recipient has agreed in writing to be bound by all of the terms and conditions of this Agreement, (v) certifying that the Recipient has been notified that in order to receive support from Intel for the Materials they must notify Intel in writing of the transfer and provide Intel with the information specified in subsection (ii) above along with the name and email address of the individual assigned to use the Materials, and (vi) providing Your email address so that Intel may confirm receipt of Your letter. Please send such letter to:

Intel Corporation

2111 NE 25th Avenue

Hillsboro, OR 97124

Attn: DPD Contracts Management, JF1-15

3.7 Safety-Critical Applications. Safety is Your responsibility. To the extent You use the Materials to create, or as part of, products used in safety-critical applications designed to comply with functional safety standards or requirements (“Safety-Critical Applications”), it is Your responsibility to design, manage and assure system-level safeguards to anticipate, monitor and control system failures, and You agree that You are solely responsible for all applicable regulatory standards and safety-related requirements concerning Your use of the Materials in Safety Critical Applications. You agree to indemnify and hold Intel and its representatives harmless against any damages, costs, and expenses arising in any way out of Your use of the Materials in Safety-Critical Applications.

PRIVACY.

4.1 Data Collection at Registration. Based on the personal information You provided to Intel when You registered the license to the Materials with Intel, Intel has collected or will collect certain personal information from You in order to contact You regarding updates to the Materials, and regarding Your experience with obtaining, installing and otherwise using Materials, including sending You surveys to obtain the aforementioned information.

4.2 Revoking Consent to Data Collection. You can revoke Your consent to this collection of personal information at any time by clicking on the link to “unsubscribe” at the bottom of any communication from Intel related to the Materials which will allow You to opt-out of receiving future messages related to the Materials.

4.3 Intel’s Privacy Notice. Intel is committed to respecting Your privacy. To learn more about Intel’s privacy practices, please visit http://www.intel.com/privacy.

OWNERSHIP. Title to the Materials and all copies thereof remain with Intel or its suppliers. The Materials are protected by intellectual property rights, including without limitation, United States copyright laws and international treaty provisions. You will not remove any copyright or other proprietary notice from the Materials. You agree to prevent any unauthorized copying of the Materials. Except as expressly provided herein, no license or right is granted to You directly or by implication, inducement, estoppel or otherwise; specifically Intel does not grant any express or implied right to You under Intel patents, copyrights, trademarks, or trade secrets.

NO WARRANTY AND NO SUPPORT. Disclaimer. Intel disclaims all warranties of any kind and the terms and remedies provided in this Agreement are instead of any other warranty or condition, express, implied or statutory, including those regarding merchantability, fitness for any particular purpose, non-infringement or any warranty arising out of any course of dealing, usage of trade, proposal, specification or sample. Intel does not assume (and does not authorize any person to assume on its behalf) any other liability.

Intel may make changes to the Materials, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the Materials. Intel may in its sole discretion offer such support, update or training services under separate terms at Intel’s then-current rates. You may request additional information on Intel’s service offerings from an Intel sales representative.

LIMITATION OF LIABILITY. Neither Intel nor its suppliers shall be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other loss) arising out of the use of or inability to use the Materials, even if Intel has been advised of the possibility of such damages. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

UNAUTHORIZED USE. The Materials are not designed, intended, or authorized for use in any type of a system or application in which the failure of the Materials could create a situation where personal injury or death may occur (e.g., medical systems, life sustaining or lifesaving systems). Should You use the Materials for any such unintended or unauthorized use, You hereby indemnify, defend, and hold Intel and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, expenses, and reasonable attorney fees arising out of, directly or indirectly, such use and any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Intel was negligent regarding the design or manufacture of the Materials.

USER SUBMISSIONS. This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions or other communication regarding the Materials. However, You agree that any material, information, comments, suggestions or other communication You transmit or post to an Intel website (including but not limited to, submissions to the Intel Premier Support and/or other customer support websites or online portals) or provide to Intel under this Agreement are not controlled by the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR), and if related to the features, functions, performance or use of the Materials are deemed non-confidential and non-proprietary ("Communications"). Intel will have no obligations with respect to the Communications. You hereby grant to Intel a non-exclusive, perpetual, irrevocable, royalty-free, copyright license to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from an Intel website or provide to Intel any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If You wish to provide Intel with information that You intend to be treated as confidential information, Intel requires that such confidential information be provided pursuant to a non-disclosure agreement (“NDA”), so please contact Your Intel representative to ensure the proper NDA is in place.

Nothing in this Agreement will be construed as preventing Intel from reviewing Your Communications and errors or defects in Intel products discovered while reviewing Your Communications. Furthermore, nothing in this Agreement will be construed as preventing Intel from implementing independently-developed enhancements to Intel’s own error diagnosis methodology to detect errors or defects in Intel products discovered while reviewing Your Communications or to implement bug fixes or enhancements in Intel products. The foregoing may include the right to include Your Communications in regression test suites.

NON-DISCLOSURE. The following provisions will apply if there is no existing non-disclosure agreement between You and Intel. You will maintain the confidentiality of the Confidential Information (if any) with at least the same degree of care that You use to protect Your own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. You will not disclose the Confidential Information to any employees or to any third parties except to Your employees who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein; provided that You will be liable for breach by any such entity. For the purposes of this Agreement, the term “employee” will include Your independent contractors, who have signed confidentiality agreements with You. You will not make any copies of the Confidential Information except as necessary for Your employees with a need to know. Any copies which are made will be identified as belonging to Intel and marked “confidential”, “proprietary” or with similar legend. You will not be liable for the disclosure of any Confidential Information which is (a) generally made available publicly or to third parties by Intel without restriction on disclosure; (b) rightfully received from a third party without obligation of confidentiality; (c) rightfully known to You without any limitation on disclosure prior to Your receipt from Intel; (d) independently developed by Your employees; or (e) required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that You will give Intel reasonable notice prior to such disclosure and will comply with any applicable protective order.

TERMINATION OF THIS LICENSE. This Agreement becomes effective on the date You accept this Agreement and will continue until terminated as provided for in this Agreement. If You are using the Materials under a time-limited license, for example an Evaluation License, this Agreement terminates without notice on the last day of the time period, which is specified in the Materials or on Intel’s website, and/or controlled by the license key code for the Materials. Intel may terminate this license immediately if You are in breach of any of its terms and conditions and such breach is not cured within thirty (30) days of written notice from Intel. Upon termination, You will immediately return to Intel or destroy the Materials and all copies thereof. In the event of termination of this Agreement, the license grant to any Materials or Redistributables distributed by You in accordance with the terms and conditions of this Agreement, prior to the effective date of such termination, will survive any such termination of this Agreement. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 will survive expiration or termination of this Agreement.

U.S. GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software covered by this license is a “Commercial Item,” as such term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer software licenses granted herein. The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare derivative works as needed to implement those rights.

GENERAL PROVISIONS.

13.1 Entire Agreement. This Agreement contains the complete and exclusive agreement and understanding between the parties concerning the subject matter of this Agreement, and supersedes all prior and contemporaneous proposals, agreements, understanding, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. This Agreement, including without limitation its termination, has no effect on any signed non-disclosure agreements between the parties, which remain in full force and effect as separate agreements to their terms. Each party acknowledges and agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely on, any oral or written representations, warranties, conditions, understanding, or communications between the parties that are not expressly set forth in this Agreement. The express provisions of this Agreement control over any course of performance, course of dealing, or usage of the trade inconsistent with any of the provisions of this Agreement. The provisions of this Agreement will prevail notwithstanding any different, conflicting, or additional provisions that may appear on any purchase order, acknowledgement, invoice, or other writing issued by either party in connection with this Agreement. No modification or amendment to this Agreement will be effective unless in writing and signed by authorized representatives of each party, and must specifically identify this Agreement by its title and version (e.g., “End User License Agreement for the Intel(R) Software (Version May 2017)); except that Intel may make changes to the Agreement as it distributes new versions of the Materials. When these changes are made, Intel will make a new version of the Agreement available on its website: https://software.intel.com/en-us/articles/end-user-license-agreement. If You received a copy of this Agreement translated into another language, the English language version of this Agreement will prevail in the event of any conflict between versions.

13.2 Export. You acknowledge that the Materials and all related technical information are subject to export controls under the laws and regulations of the United States and any other applicable governments. You agree to comply with these laws and regulations governing export, re-export, import, transfer, distribution, and use of the Materials. In particular, but without limitation, the Materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to any person or entity listed on a denial order published by the U.S. government or any other applicable governments. By using the Materials, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Materials for any purposes prohibited by the U.S. government or other applicable governments, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons. You confirm that the Materials will not be re-exported or sold to a third party who is known or suspected to be involved in activities including, without limitation, the development, design, manufacture, or production of nuclear, missile, chemical or biological weapons.

13.3 Governing Law, Jurisdiction, and Venue. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting in that State. Each party submits to the personal jurisdiction of those courts and waives all objections to that jurisdiction and venue for those disputes.

13.4 Severability. The parties intend that if a court holds that any provision or part of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the provision or part from this Agreement. Any change to or deletion of a provision or part of this Agreement under this Section will not affect the validity or enforceability of the remainder of this Agreement, which will continue in full force and effect.

* Other names and brands may be claimed as the property of others

Thanks Notice:

The Engine Owners wants to thank all developers of the Third Parties’ Licensors/Owners whose products/software were used as integral part or components of the Engines.

Their efforts in producing valuable codes, libraries, schemas, etc., and the fact that they are sharing these tools is highly appreciated.

AAC PATENT LICENSE AGREEMENT ( Via Licensing Corporation)

http://www.via-corp.com/licensing/aac/

PLA V1.8 – Sample

This AAC Patent License Agreement is entered into by and between Via Licensing Corporation, as an agent acting on behalf of Licensors, having a principal place of business at 1275 Market Street, San Francisco, California, 94103 (hereinafter “Via”), and the Party identified as Licensee on the title page and signature page of this Agreement.

WHEREAS, the International Organization for Standardization (“ISO”) and the International Electrotechnical Commission (“IEC”) issued standards for the coding of audio information namely ISO/IEC 13818-7:2006 “Information Technology – Generic coding of moving pictures and associated audio information – Part 7: Advanced Audio Coding (AAC), and ISO/IEC 14496-3:2009 “Information Technology—Coding of audio-visual objects—Part 3: Audio”;

WHEREAS, each of the Licensors owns and/or has rights to license Essential AAC Patents and each of the Licensors has gone to considerable effort to develop what it believes represents significant advancements;

WHEREAS, each of the Licensors has appointed Via with limited authority to act as its agent to license, on behalf of Licensors, all Essential AAC Patents owned and licensable or licensed and sublicensable by each of the Licensors;

WHEREAS, each of the Licensors agrees to make its Essential AAC Patents available on fair, reasonable, non-discriminatory, and reciprocal terms to entities willing to grant licenses to any essential patents they may own;

WHEREAS, in order to hasten the acceptance and commercial viability of the AAC Standard, each Licensor desires to make its Essential AAC Patents available for license through Via as agent in this Agreement and by which the Licensors and the Parties can achieve economies of scale, reduce transaction costs, integrate complementary technologies and promote the AAC Standard;

WHEREAS, in response to requests received from Licensees and potential Licensees of previous MPEG-2 AAC and MPEG-4 Audio patent licensing programs, the Licensors wish to offer a license focused on those portions of the MPEG 2 AAC and MPEG-4 Audio standards that are in common practice;

WHEREAS, Via desires to license, on behalf of the Licensors, Licensors’ Essential AAC Patents to all entities desiring such a license on the terms and conditions herein;

WHEREAS, Licensee desires to obtain a non-exclusive license to Licensors’ Essential AAC Patents to manufacture, have made, Sell, or Otherwise Supply products compliant with the AAC Standard;

NOW THEREFORE, for and in consideration of the payments made and to be made by Licensee hereunder and the other covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is covenanted and agreed by and between the

Parties hereto that:

1. Definitions.

1.1. “AAC Standard” means standards defined by the International Organization for Standardization (“ISO”) and the International Electrotechnical Commission (“IEC”) for the coding of audio information, namely ISO/IEC 13818-7:2006 “Information Technology – Generic coding of moving pictures and associated audio information – Part 7: Advanced Audio Coding (AAC), and ISO/IEC 14496-3:2009 “Information Technology—Coding of audio-visual objects—Part 3: Audio”, specifically limited to the following Profiles and Audio Object Types (“AOT”): MPEG-4 AAC Profile (including MPEG-2 AAC LC), MPEG-4 High Efficiency AAC Profile (including MPEG-2 AAC LC in combination with SBR), MPEG-4 High Efficiency AAC v2 Profile, MPEG-4 Low Delay AAC Profile, MPEG-4 Low Delay AAC v2 Profile (ISO/IEC 14496-3:2009/Amd. 3: 2012), MPEG-4 ER AAC Scalable (AOT 20), MPEG-4 ER AAC ELD (AOT 39), the Extended HE-AAC Profile (xHE-AAC, as defined and specified in the MPEG-D Standard, specifically ISO/IEC 23003-3:2012 “Information Technology – MPEG audio technologies – Part 3: Unified Speech and Audio Coding or as additionally described in Appendix A to this Agreement.

1.2. “Affiliate” means a separate corporation, company, or other entity that now or hereafter, directly or indirectly, controls, is controlled by, or is under common control of or with a party. The term “control” as used in this definition means ownership of more than fifty percent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) of such corporation, company, or other entity. In jurisdictions where percentage of foreign ownership is restricted to less than or equal to fifty percent (50%), then whatever percentage of ownership represents a controlling interest in that jurisdiction. Such corporation, company or other entity shall be deemed to be an Affiliate only so long as such “control” exists.

1.3. “Agreement” means this AAC Patent License Agreement (also known as the “AAC PLA”).

1.4. “Channel” or “Channels” means an audio channel. As examples: A monaural product utilizes one Channel; a stereo product utilizes two Channels (left and right), a multichannel product utilizes three or more Channels.

1.5. “Effective Date” means the date on which this Agreement is executed by Via.

1.6. “End User” means any person or entity that purchases or otherwise obtains a decoding and/or encoding device or software for personal or commercial use and not to re-Sell or Otherwise Supply.

1.7. “Essential AAC Patent(s)” means any patent(s) having one or more independent claims that would be necessarily and unavoidably infringed (in the absence of a license) by the practice of the AAC Standard.

1.8. “External Model Number” means the model number designation marked on a Licensed Product and/or the Licensed Product’s packaging or associated marketing materials presented to End Users, and not a model number designation used for a Licensee’s or a Licensee’s suppliers’ internal purposes.

1.9. “Initial Fee” means the non-refundable fee defined in Section 4 (“Payments, Reports & Records”) below.

1.10. “Internal Use Licensed Product” means a Licensed Product made by Licensee or its Affiliates, or made on behalf of Licensee or its Affiliates, that is used by Licensee or its Affiliates, and is not intended for Sale or Otherwise Supply to any unaffiliated third party.

1.11. “License Administrator” means Via Licensing Corporation (“Via”), the entity designated by Licensors to administer the terms and act as an independent agent with limited authority to negotiate, receive, accept, execute, enforce, and terminate the AAC PLA on behalf of Licensors.

1.12. “License Fees” means the amounts calculated pursuant to Appendix B of this Agreement and due and payable by Licensee to Via under this Agreement.

1.13. “Licensed Patents” means any and all Essential AAC Patents that are owned and licensable, or licensed and sublicensable, by the Licensors and their Affiliates in accordance with the terms of this Agreement, now or at any time during the Term, including without limitation those patents listed in Appendix A (which list shall be updated by Via from time to time). Licensed Patents do not include any patents that, if licensed, would require a payment of fees by a Licensor to any party that is not an Affiliate of such Licensor.

1.14. “Licensed Product” means (a) a complete (or substantially complete), ready-to-use End User decoding and/or encoding device or software, the making, using, importing, Sale or Otherwise Supplying of which would, in the absence of a license, infringe directly or indirectly a Licensed Patent, or (b) a component decoding and/or encoding device or software, the making, using, importing, Sale, or supplying of which would, in the absence of a license, infringe directly or indirectly a Licensed Patent, that is Sold or Otherwise Supplied directly to an End User. (By way of example only, and without limitation, such components may be in the form of software libraries, DSP code modules, subassemblies or integrated circuits). Notwithstanding the foregoing, to the extent that Licensee or an Affiliate Sells or Otherwise Supplies components or software, the making, using, importing, Selling, or supplying of which would, in the absence of a license, infringe directly or indirectly a Licensed Patent, for inclusion in Professional Products sold by Licensee’s customer, such components shall be considered Licensed Products, provided that Licensee reports each customer’s name along with the quantity and product name and/or model number of the product(s) incorporating such component or software as part of Licensee’s quarterly reports, and pays the applicable Professional Product License Fees for such component or software as set forth herein.

1.15. “Licensee” means the Party identified as such on the title page and signature page of this Agreement.

1.16. “Licensors” (individually, “Licensor”) means the entities listed in Appendix A (such list is subject to additions and/or deletions by Via from time to time).

1.17. “Otherwise Supply” or “Otherwise Supplied” means to offer for sale, distribute, dispose, rent, lend, lease, commercialize, exploit, or otherwise transfer without compensation, consideration, or money.

1.18. “Parties” (individually, “Party”) means the entities listed on the cover page that have executed the signature page of this Agreement.

1.19. “Products Subject to Other Licenses” means products that would be Licensed Products but that are licensed to those AAC Essential Patents practiced by such products through another licensing program or other means, whether a pool or a bi-lateral agreement, to the same extent that would otherwise be licensed pursuant to the licenses granted hereunder.

1.20. “Professional Product” means a Licensed Product intended primarily for an End User’s direct revenue-generating use or intended to serve as a main resource to generate revenue for End Users, including monitoring and testing equipment.

1.21. “Quarterly Report” means reports due from Licensee each calendar quarter, in electronic form, paper form, or as otherwise reasonably required by Via, as further described in Section 4 (“Payments, Reports & Records”) below.

1.22. “Sell” or “Sold” means to sell, directly or through distribution channels, offer for sale, distribute, dispose, rent, lend, lease, commercialize, exploit or otherwise transfer for money or any other form of compensation or consideration.

1.23. “Small Entity” means an organization that, together with its Affiliates, has no more than fifteen (15) employees, and has annual gross revenues of US $1 million or less and has executed the Declaration of Small Entity Status set forth in Appendix C.

1.24. “Term” means the period of time described in Section 6 (“Term and Termination”) below.

1.25. “Trial Period” means an evaluation or testing period provided to End Users for a Licensed Product as further described in Section 4.8 (“Trial Period Rules”).

1.26. “Via Administration System” means Via’s proprietary systems, technologies and related databases used by Via to manage information relating to patent licensing programs and that is protected by intellectual property rights owned solely and exclusively by Via.

2. Grant of Licenses.

2.1. License Grant. On the condition that Licensee and all Affiliates remain in compliance with all terms and conditions of this Agreement then, solely during the Term and subject to the terms and conditions hereof, including but not limited to Licensee’s payment of the InitialFee, Via hereby grants to Licensee and its Affiliates, pursuant to authority granted by theLicensors, a limited, non-exclusive, non-transferable (subject to Section 9.2(“Assignment”) below), fee-bearing, worldwide license under the Licensed Patents tomake, have made (subject to Section 2.5), use, import, Sell and Otherwise SupplyLicensed Products solely for the purpose of encoding or decoding data in accordancewith the AAC Standard.

2.2. Scope of License Grant. The patent license granted herein may only be used for the practice of the AAC Standard.

2.3. Limitation of License.

2.3.1. No Other Products. No license is granted hereunder to utilize the inventions claimed in the Licensed Patents in any products other than Licensed Products for which License Fees have been paid.

2.3.2. No Sublicensing. No rights to sublicense are granted or implied hereunder.

2.4. Guaranty by Licensee Regarding its Affiliates.

2.4.1. Licensee unconditionally and irrevocably guarantees performance under this Agreement by all its Affiliates. Such performance includes, without limitation, obligations under Section 4.7 (“Books and Records”), and the obligation to provide a Grantback License (pursuant to Section 2.6) to all Essential AAC Patents that are owned or licensable by Licensee or any and all of its Affiliates, on terms and conditions no less favorable than the terms of this Agreement.

2.4.2. If any of Licensee’s Affiliates breaches or does not perform a duty or obligation pursuant to this Agreement, Licensee shall, as soon as reasonably practicable, cure such breach or perform such duty or obligation, and Licensee agrees that
the Licensors and Via, individually or collectively in their sole discretion, shall have the right to proceed directly against Licensee and/or the Affiliate for such breach or non-performance. Licensee’s liability shall not be relieved by the insolvency or bankruptcy of any of such Affiliates, and any liability will be reinstated against Licensee if any payment by any of such Affiliates is returned for any reason, including but not limited to the insolvency or bankruptcy of any such Affiliates.

2.5. Limitation of Have-Made Rights.

2.5.1. If any Licensed Products are made for Licensee by a third party, such third party may Sell or Otherwise Supply such Licensed Products to Licensee only; however, at Licensee’s instruction such third party may ship such Licensed Products to Licensee’s authorized distributor or other designated representative to whom Licensee has Sold or Otherwise Supplied such Licensed Products, and to no other person or entity.

2.5.2. If a third party providing Licensed Products for Licensee pursuant to Section

2.5.1. (a “have-made manufacturer”) makes a claim, raises a counterclaim, or files a suit directly or indirectly against a Licensor and/or any of such Licensor’s Affiliate(s) over a patent alleged, or believed, in such Licensor’s reasonable judgment, to be an Essential AAC Patent, then such Licensor shall have the right to instruct Via to revoke Licensee’s have-made right for that Licensor’s and its Affiliates’ Essential AAC Patents under this AAC PLA with regard to such havemade manufacturer only. Upon notice to Licensee from Via of such revocation, such have-made manufacturer shall no longer be entitled to enjoy the benefit of any rights under such Licensor’s and its Affiliates’ Essential AAC Patents with respect to the manufacture of Licensed Products for Licensee or any of Licensee’s Affiliates and all Licensed Products manufactured by such have-made manufacturer thereafter shall be deemed unlicensed products with respect to such Licensor’s and its Affiliates’ Essential AAC Patents.

2.6. Grantback.

2.6.1. If Licensee or any of its Affiliates has the right to license or control the licensing of one or more Essential AAC Patents, Licensee agrees to either (i) become a Licensor in the AAC licensing program, or (ii) license to all Licensors that request a license and all other AAC licensees (having a substantially similar, reciprocal obligation to license Essential AAC Patents), all Essential AAC Patent(s) that are owned or controlled and licensable, or licensed and sublicensable, by Licensee or any of its Affiliates on terms and conditions no less favorable than the terms of this Agreement (“Grantback License”). Such obligation to license does not include patents that, if licensed, would require a payment of license fees by Licensee to any party that is not an Affiliate of Licensee. Each such patent license shall be granted on a non-exclusive basis under fair, reasonable, and non-discriminatory terms and shall include a license grant to such Licensor or AAC licensee, as applicable, and their Affiliate(s) for activity prior to the effective date of the Grantback License. For purposes of this subsection, the Licensors’ per-patent share of License Fees payable under Section 4.3 (“License Fees”) shall be presumed to be a fair and reasonable per-patent royalty rate for each of Licensee’s Essential AAC Patents; the amount of such per-patent share shall be disclosed to the Licensee upon request as necessary to conclude grantback negotiations.

2.6.2. Only with respect to Grantback License negotiations between Licensee and either a Licensor or a Licensor Affiliate that is an AAC licensee, if a license agreement is not executed within twelve (12) months after written request for a license, and Licensee’s proposed license or negotiations are alleged by Licensor and/or its Affiliate to not be fair or reasonable, then in addition to other remedies either party may have, the affected Licensor may provide ninety (90) days’ written notice to Licensee and to Via, and upon expiration of such notice, withdraw the grant of license to its and its Affiliates’ Essential AAC Patents from the license granted hereunder. Upon expiration of such 90-day period, Via shall notify Licensee in accordance with this Agreement and provide Licensee with a revised Appendix A to this Agreement, and, with immediate effect from the date of such notice from Via, the Licensed Patents under this Agreement will cease to include the Essential AAC Patent(s) of such affected Licensor and its Affiliates. Upon execution of a Grantback License agreement between Licensee and the affected Licensor or Licensor Affiliate, any withdrawn patents, unless otherwise licensed by Licensor to Licensee, shall immediately be reinstated, effective from the date such patents were withdrawn

2.6.3. During the 12-month period described above, and for ninety (90) days thereafter, neither Licensor nor Licensee shall commence, or join or assist in, any legal or administrative proceeding in any jurisdiction asserting against the other any claims, or seeking a declaratory judgment, related to either party’s practice of the AAC Standard or challenging the enforceability or validity of any Essential AAC Patents owned, controlled, or sublicensable by the other party, including but not limited to reexamination proceedings.

2.7. Express License Only. No license is granted herein by implication, estoppel or otherwise, and no implied or express license, authority to infringe, immunity or other waiver from infringement liability shall be deemed to arise or exist as a matter of law or otherwise:

2.7.1. under any patent that is not a Licensed Patent;

2.7.2. to make, use, import, lease, Sell, or Otherwise Supply any products other than Licensed Products;

2.7.3. for any field of use other than to comply with the AAC Standard; or

2.7.4. to any person acquiring from Licensee or its Affiliates any product other than a Licensed Product.

2.8. Statement of Via’s Intellectual Property Ownership. Via shall own all right, title and interest, including without limitation all intellectual property rights, in and to the Via Administration System, Via trademarks, trade names, trade dress, service marks and the associated names and logos used by Via from time to time.

3. Publicity and Announcements.

3.1. No rights or licenses of any kind or nature whatsoever are created hereunder to use any of Via’s, Licensee's, or the Licensors’ trade names, trademarks or service marks (or any confusingly similar names or marks).

3.2. Licensee shall make no statements that any of its or its Affiliates’ Licensed Products have been approved, tested or certified by Via or by any of the Licensors.

3.3. Neither Party shall make any public disclosures inconsistent with the rights and obligations created hereunder. The Parties agree that Via and the Licensors may disclose to third parties the identity of Licensee as a licensee under this Agreement, and Licensee may disclose to third parties its identity as a licensee under this Agreement.

4. Payments, Reports & Records.

4.1. Initial Fee. Within thirty (30) days following the Effective Date, Licensee shall pay to Via an upfront, one-time initial fee of US $15,000 or, in the case of a Small Entity, US $1,000 (the “Initial Fee”). The Initial Fee is an administrative fee for services provided in the United States, paid to Via. The Initial Fee is non-recoupable and non-refundable, and is not credited against the “License Fees.” The Initial Fee shall be paid in full to Via regardless of any tax treaties or obligations. Notwithstanding the foregoing, the Initial Fee shall be waived to the extent that Licensee is a licensee under an existing and effective AAC Patent License Agreement administered by Via applicable to MPEG-2 AAC, MPEG-4 AAC or MPEG-4 HE AAC.

4.1.1. Small Entity Initial Fee. A Licensee that qualifies as a Small Entity shall be eligible for the US $1,000 Initial Fee after providing Via with an executed Declaration of Small Entity Status, attached as Appendix C hereto.

4.2. Quarterly Reports. Within thirty (30) days following the end of every calendar quarter following the Effective Date, Licensee shall deliver to Via in electronic form, paper form, or as otherwise reasonably required by Via, a written report summarizing the previous quarter’s transactions involving Licensed Products as specified below.

4.2.1. Quarterly Reports shall include:

4.2.1.1. the quantity and description, including product name and/or External Model Number, of Licensed Products Sold or Otherwise Supplied pursuant to this Agreement by Licensee and/or its Affiliates during the calendar quarter for which the Quarterly Report is due;

4.2.1.2. the quantity and description, including product name and/or model number, of Internal Use Licensed Products;

4.2.1.3. the number of such Licensed Products that are multichannel products (a multichannel product is one which provides three or more Channels);

4.2.1.4. if Licensee or any Affiliate has Sold or Otherwise Supplied Products Subject to Other Licenses, Licensee shall provide evidence reasonably satisfactory to Via (and subject to confirmation by Licensors) of the licenses, or confirming the existence of ongoing good-faith negotiations toward the execution of such license agreements. This requirement to provide evidence of existing licenses shall apply only once per category of Licensed Product; and

4.2.1.5. such other information and in such form as Via may reasonably request.

4.2.1.6. If Licensee has elected the Alternative Rate Structure (as described in Appendix B), the information required by this Section 4.2.1 shall be reported separately for each country/region in which R2 Products are Sold or Otherwise Supplied for use by an End User.

4.2.1.7. In the event that Licensee or an Affiliate Otherwise Supplies components or software, the making, using, importing, Selling, or supplying of which would, in the absence of a license, infringe directly or indirectly a Licensed Patent, for inclusion in Professional Products sold by Licensee’s customer, and Licensee elects to have such components or software be Licensed Products hereunder, in addition to the information cited in Section 4.2.1.1 above, Licensee shall report each customer’s name along with the quantity and product name and/or model number of the product(s) incorporating such components or software and shall pay the applicable fees set forth in Section 4.3.3 below.

4.2.2. Quarterly Reports need not include:

4.2.2.1. component decoding and/or encoding devices or software Sold or Otherwise Supplied to an intermediate market prior to being incorporated in a Licensed Product; or

4.2.2.2. Products Subject to Other Licenses, so long as Via has been provided evidence of a license applicable to such products pursuant to Section

4.2.1.4 above, and all Licensors have confirmed the existence of such licenses or have given their approval for Via to accept Licensee’s reports excluding such products.

4.2.3. Except as may be required under Section 4.4 (“Taxes”) below or as required by law, Via shall not disclose Licensee-specific details of Quarterly Reports to Licensors. To the extent that Licensee has provided evidence to Via of licenses applicable to Products Subject to Other Licenses, Via shall be permitted to disclose Licensee-specific information to Licensors as needed to fulfill its obligations hereunder.

4.3. License Fees. Unless Licensee qualifies for the semi-annual payment election set forth in Section 4.3.1, Licensee shall pay to Via all License Fees due hereunder within fifteen (15) days after its Quarterly Report is due. In accordance with Appendix B (the “Schedule of Fees”), Licensee shall pay to Via the amounts for each Licensed Product Sold or Otherwise Supplied under this Agreement (except those returned and refunded) within, to, or from a jurisdiction in which any Licensed Patent remains unexpired, and the amounts for each Internal Use Licensed Products used by Licensee or its Affiliates in a jurisdiction in which any Licensed Patent remains unexpired.

4.3.1. If the License Fees due for a calendar quarter total less than US $25,000, Licensee may elect to defer payment of such License Fees until the following quarter, so long as this election is made not more than once every other calendar quarter (payments must be made at least on a semi-annual basis). Such an election does not excuse Licensee’s obligation to provide a Quarterly Report each quarter.

4.3.2. If Licensee Sells or Otherwise Supplies Licensed Products for resale to a customer who also has executed an AAC Patent License Agreement administered by License Administrator (“Other Licensee”), Licensee may agree with such Other Licensee that, as an exception to Section 4.2 and 4.3, the reporting and payment of License Fees for specific Licensed Products will not be made by the Licensee under this Agreement but by the Other Licensee under the Other Licensee’s AAC Patent License Agreement. If Licensee executes such an agreement with an Other Licensee, Licensee remains responsible for the License Fees due for such Licensed Products if the Other Licensee fails to report and pay License Fees that are due. If Licensee and an Other Licensee enter into such an agreement for the reporting and payment of License Fees, both the Licensee and the Other Licensee shall provide Via with written notice of such agreement prior to initiating reporting and payment under this Section.

4.3.3. In the event that Licensee or an Affiliate has elected to report and pay for certain Professional Products of Licensee’s customers pursuant to Section 4.2.1.7, Licensee shall pay the applicable License Fees for each such Professional Product incorporating Licensee’s components or software.

4.3.4. Licensee shall consolidate all reports and payments required hereunder to include reporting and payment of License Fees due with regard to Licensee and all of its Affiliates.

4.3.5. All fees due by Licensee under this Agreement are non-refundable and nonrecoupable.

4.4. Taxes. Except as provided in Section 4.4.1 below, in addition to the Initial Fee and the License Fees set forth in this Agreement and Appendix B, Licensee shall pay any and all fees, duties, charges of any kind, and taxes, including, without limitation, sales, use, excise, value added, withholding and similar taxes, based on payments to be made hereunder in any jurisdiction(s) where such taxes are required, and shall not deduct such amounts from any payments of fees hereunder. Licensee shall pay any such taxes and fees which are necessary to ensure that the net amounts received by Via on behalf of Licensors after all taxes and fees are paid are equal to the amounts to which Licensors are otherwise entitled under this Agreement as if such taxes and fees did not exist. Upon request by Via, Licensee shall timely provide to Via documentation and proof of payment of taxes and fees paid on behalf of Licensors under this Section. If any taxing authority makes a claim against Via for any taxes owed by Licensee, Licensee shall be obligated to pay all of Via’s expenses and costs incurred in defending such action by the taxing authority. Via shall reasonably cooperate and provide such information as may be required by Licensee for any purpose or reason relating to Licensee's payment of taxes as may be required under this Section (“Taxes”).

4.4.1. Notwithstanding Section 4.4 (“Taxes”), if applicable law and/or tax treaty requires Licensee to withhold any income taxes levied by Licensee’s country of residency or any other jurisdiction(s) on payments to be made pursuant to this Agreement (“Withholding Tax”), Licensee shall timely remit to the appropriate governing authority any Withholding Tax that may be levied upon License Fees paid to Via for the benefit of Licensors. Licensee shall use Via’s calculation of Withholding Tax, and shall deduct such Withholding Tax from License Fees.

4.4.1.1. Licensee shall provide to Via all relevant documentation and proof of payment of the Withholding Tax to allow Licensor to provide evidence to Licensor’s tax authorities of payment of Withholding Taxes. If Licensee cannot provide such documentation and proof of payment in a timely manner, Licensee shall remit the amount of Withholding Tax to Via for distribution to affected Licensors.

4.4.1.2. If a Licensor is eligible for a Withholding Tax rate exemption or a reduction pursuant to an applicable tax treaty then in force, Licensee must cause any Withholding Tax that is payable by the Licensor to be avoided or reduced accordingly. Via shall reasonably cooperate with Licensee for purpose of reducing or eliminating any Withholding Taxes.

4.4.1.3. Via shall reasonably cooperate with Licensee by furnishing necessary information, completed certificates, forms and other documents required by Licensee for purposes of reducing or eliminating any Withholding Taxes. Licensee shall file all necessary tax forms required in order to apply for the application of rates under tax treaties. Nothing in this Section 4.4.1.3 shall require Licensee to take any action inconsistent with any applicable law or government regulation.

4.4.1.4. If any foreign taxing authority makes a claim against a Licensor or Via for failure to timely remit all required Withholding Taxes, then Licensee shall be obligated to pay all deficiencies and any interest or penalties associated with such failure owed to such taxing authority.

4.5. Payment Procedure.

4.5.1. Payments to Via shall be made by wire transfer to the bank and account set forth in the applicable invoice from Via, or by check drawn upon a nationallyrecognized U.S. bank tendered to the address set forth in Section 9.8 (“Notices”) below (or to such other payment addresses or bank account as Via shall designate in writing).

4.5.2. Via will credit payments from Licensee against any prior outstanding amounts owed by Licensee under this Agreement (crediting the oldest outstanding amounts first) before applying them to current License Fees or other amounts owed.

4.5.3. Excess payment amounts shall be applied to immediately subsequent payment obligations and not refunded.

4.5.4. Any fees or payments that are made hereunder later than the date on which they are due shall bear interest, compounded monthly at the statutory rate of ten percent (10%) per annum or the highest rate permitted under applicable law, whichever is lower. A payment is considered late if received more than thirty (30) days after becoming due.

4.5.5. Time is of the essence with respect to all payments required hereunder.

4.5.6. Licensee shall pay all amounts due hereunder in United States dollars. All dollar amounts in this Agreement refer to United States dollars unless otherwise indicated. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted by the Wall Street Journal for the last day of the applicable quarterly period (or business day thereafter if such last day shall be a Sunday or other non-business day).

4.5.7. Notwithstanding any requirement for written documents, communication or notice in this Agreement, Quarterly Reports, tax, withholding, financial and payment information and communications may be exchanged by the Parties electronically through the Via Administration System, ViaSecure, or as otherwise requested by Via by notice through such systems.

4.6. Fee Applicability.

4.6.1. When Sold or Otherwise Supplied. For the purpose of timing the payment of License Fees, a Licensed Product shall be considered Sold or Otherwise Supplied on the earlier of when delivered or otherwise disposed of or when invoiced; or, for Licensed Products provided on a trial basis, when the applicable Trial Period is exceeded. Licensed Products shipped on a consignment basis shall be considered Sold or Otherwise Supplied when any payment for such shipment is agreed upon between Licensee and its customer.

4.6.2. When First Used. For the purpose of timing the payment of License Fees for Internal Use Licensed Products, a first use shall be considered to be when the Internal Use Licensed Products are first used to achieve their intended purpose. For the avoidance of doubt, the first use of an encoder Internal Use Licensed Product is when Licensee initially uses the encoder to create bit-streams in AAC format. For an encoder Internal Use Licensed Product in software form, Licensee shall report the highest number of simultaneously-running encoder instances that occur in the calendar quarter as the unit number of Licensed Products for that quarter. For subsequent quarters, the highest number of simultaneously-running encoder instances shall be compared to the highest number from previous quarters. If the highest number of instances for the current quarter is greater than the number from previous quarters, Licensee shall report the difference between the two values as the unit number of Internal Use Licensed Products for the current quarter and pay License Fees for such reported products. For the avoidance of doubt, License Fees will only be due for Internal Use Licensed Products in software form if the highest number of simultaneously-running encoder instances for the current reporting quarter is greater than the highest number from previous quarters.

4.6.3. Software Installations. For encoder and decoder Licensed Products in software form, each computer or workstation which has the Licensed Product installed on it, or is capable of using or executing the Licensed Product, shall be considered a separate Licensed Product. By way of example only, if the Licensed Product is installed on a network server, each computer or workstation connected to the network server and capable of executing the Licensed Product shall be considered a separate Licensed Product.

4.6.4. Hosted Services. For Professional Products which are hosted on servers that provide encoding or decoding services (often referred to as “cloud computing” environments), as an alternative to reporting and paying for the total number of encoder/codec or decoder instances as the number of units of Licensed Products Sold or Otherwise Supplied, Licensee may elect to track the average number of simultaneously-running encoder/codec or decoder instances that occur each calendar month, and report the highest monthly average for the applicable quarter as the unit number of professional encoder/codec or decoder Licensed Products for that quarter. The highest monthly average for subsequent quarters shall be compared to the highest monthly average from previous quarters. If the highest monthly average for the current quarter is greater than the highest monthly average from previous quarters, Licensee shall report the difference between the two values as the unit number of professional encoder/codec or decoder Licensed Products for the current quarter and pay License Fees for such reported products. For the avoidance of doubt, License Fees will only be due for professional encoder/codec or decoder Licensed Products if the highest monthly average for the current reporting quarter is greater than the highest monthly average from previous quarters.

4.6.5. Other Licensee Fee Payment. Licensee shall have no obligation to pay License Fees for a particular Licensed Product on which another licensee under an AAC Patent License Agreement administered by Via has paid Via the required License Fees as set forth in Appendix B, provided that Licensee documents the payment of such other licensee to Via’s reasonable satisfaction.

4.6.6. Sales Prior to Effective Date. Not later than thirty (30) days following the Effective Date of this Agreement, Licensee shall submit to Via a written report, identical in form and to the content requirements set forth in Section 4.2 (“Quarterly Reports”), for any Licensed Products Sold or Otherwise Supplied during the entire period prior to the Effective Date of this Agreement, together with payment for fees and interest thereon, compounded monthly at the statutory rate of ten percent (10%) per annum or the highest rate permitted under applicable law, whichever is lower; or if no Licensed Products were Sold or Otherwise Supplied during the entire period prior to the Effective Date of this Agreement, a statement to that effect. Upon receipt of such reports and payments, the license grant set forth in Section 2.1 will be extended to include Licensed Products Sold or Otherwise Supplied prior to the Effective Date for which a report and payment has been received. If the Effective Date is less than six (6) months after the commencement of discussions leading to execution of this Agreement between Via and Licensee, then interest on such past practice may be waived, at Via’s sole discretion.

4.7. Books and Records. Licensee and its Affiliates shall keep true, correct, and complete books and records of all sales, licenses, leases, uses, returns, disposals, or other transfers of Licensed Products under this Agreement for at least five (5) years from the date of their creation in order to confirm the accuracy of all of Licensee’s reports and amounts paid or payable hereunder. Via may select an independent and professionally licensed accountant (“Auditor”) to audit, inspect and make abstracts of such books and records, at Licensee’s facility (or elsewhere as determined by Auditor) as necessary to verify their accuracy and that of all other written reports and statements provided for herein, and verify or determine fees paid or payable under this Agreement (“Audit”). Such Audit shall be performed during regular business hours upon at least ten (10) days’ notice and not more often than once annually unless an underpayment of five percent (5%) or more is found, in which case Via may conduct more frequent Audits to the extent reasonably necessary to verify consistently accurate reporting. The Auditor may provide Via information sufficient to support its findings. If the Audit shows an underpayment, then Licensee shall immediately pay the amounts due, plus accrued interest, plus the cost of the Audit if applicable, after receiving notice of the results of the applicable Audit. Licensee will pay the cost of the Audit if, for the period audited, an underpayment of five percent (5%) or more is found, based on and compared to payments or reports received by Via prior to Via’s notice informing Licensee of the Audit. Following an Audit, Via will apply any subsequent payments received from Licensee hereunder first to the costs of the Audit and then to accrued interest before applying any remainder to outstanding License Fees. Via may report the results of any Audit to Licensors; provided, however, that Via shall not disclose in its report to Licensors any Licensee Confidential Information, or any other Licensee-specific information other than discrepancies in Licensee’s payments of License Fees for the period that was the subject of the Audit.

4.8. Trial Period Rules. No amounts shall accrue or become payable with respect to a Licensed Product Sold solely to the extent the Licensed Product is provided on terms that allow the End User to evaluate the Licensed Product as provided below: 4.8.1. at the end of the Trial Period, the Licensed Product is automatically disabled such that the Licensed Product would not, in the absence of a license, directly or indirectly infringe a Licensed Patent; such Trial Period not to exceed thirty (30) days;

4.8.2. the Licensed Product is altered in a manner that renders the Licensed Product unusable for commercial or personal purposes by compromising the audio output, such as by periodically inserting an interval of silence or periodically inserting an audible tone or beep in the audio output; or

4.8.3. the Licensed Product is subject to an agreement between Licensee and an End User obligating that End User to return or destroy all copies of the Licensed Product unless that End User purchases such Licensed Product prior to the expiration of the Trial Period; such Trial Period not to exceed thirty (30) days. For the avoidance of doubt, there shall be only one Trial Period per End User, and if the End User retains the Licensed Product for any period of time after the expiration of the Trial Period, or if the output of the Licensed Product is no longer compromised, License Fees shall be due for such Licensed Product as specified in Appendix B.

5. Confidentiality.

5.1. Confidential Information. “Confidential Information” shall include any non-public information that is marked “confidential” or, if disclosed orally, is identified as confidential prior to, during, or immediately after such oral disclosure, which is disclosed by one Party (“Discloser”) to the other Party (“Recipient”) pursuant to this Agreement.

5.2. Reproduction. Recipient shall not reproduce Confidential Information except and only to the extent necessary to exercise its rights and obligations under this Agreement. Reproductions of Confidential Information shall include any trade secret legends, proprietary notices and/or copyright notices present in the Confidential Information.

5.3. Disclosure. Recipient shall restrict disclosure of Confidential Information to employees, attorneys and accountants with a need to know such information to accomplish the purposes of this Agreement, and Recipient shall advise such employees, attorneys and accountants, in advance of such disclosure, of the obligations of this Section 5 (“Confidentiality”) and shall require such employees, attorneys, and accountants to be bound, in writing, by confidentiality obligations substantially similar to those herein. Recipient shall not disclose Confidential Information to any other third party without prior written approval of Discloser. All tax credit payments and related documents shall be deemed Confidential Information and shall be disclosed only on a need-to-know basis. Except for books and records specified in Section 4.7 (“Books and Records”) above, Recipient’s obligation to maintain confidentiality of Confidential Information shall expire three (3) years from the date of disclosure.

5.4. Use. All Confidential Information that is disclosed for the purposes set forth in this Agreement shall be used only to the extent necessary to accomplish the purposes of this Agreement, shall be subject to the restrictions of this Section 5 (“Confidentiality”) and shall not be used for any other purpose. The fact that a discussion involving the disclosure of Confidential Information will occur or has occurred shall also be considered Confidential Information.

5.5. Property. All Confidential Information that is owned by the Discloser shall remain the property of Discloser. Recipient's duty to protect Confidential Information commences upon receipt of the Confidential Information.

5.6. Exclusions. The foregoing restrictions on the use and disclosure of Confidential Information shall not apply to any Confidential Information:

5.6.1. independently developed by Recipient or lawfully received free of restriction from another source having the right to furnish the Confidential Information;

5.6.2. after it has become generally available to the public without breach of this Agreement by Recipient;

5.6.3. that, at the time of disclosure to Recipient, was known to Recipient free of restriction as evidenced by documentation in Recipient's possession; or

5.6.4. that Discloser agrees in writing is free of such restrictions.

5.7. Exceptions. Nothing in this Agreement shall prevent a Recipient from disclosing Confidential Information to the extent the Recipient is legally compelled to do so by any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction, provided that the Recipient first gives Discloser notice of the required disclosure. In no event shall Recipient's cooperation with Discloser require Recipient to take any action which, on the advice of Recipient's counsel, could result in the imposition of any sanctions or other penalties against Recipient.

5.8. No Implied Assurances. None of the Confidential Information which may be disclosed by Discloser shall constitute any representation, warranty, guarantee, inducement or other assurance by Discloser of any kind, and, in particular, with respect to the noninfringement of any intellectual property rights, or any other rights of any third persons or of Discloser.

5.9. Injunctive Relief. The Parties agree that in the case of the breach of any provision of this Section 5 (“Confidentiality”), the aggrieved Party may suffer immediate and irreparable harm and that immediate injunctive relief may therefore be appropriate.

6. Term and Termination.

6.1. Term. This Agreement shall commence on the Effective Date and continue thereafter for a period of five (5) years. Unless terminated earlier pursuant to this Section 6, Licensee shall have the option to renew this Agreement for additional periods of five (5) years each subject to providing Via with written notice of Licensee’s election to renew at least thirty (30) days prior to the expiration of the then-current term. As determined by Via in its reasonable discretion, certain terms and conditions of this Agreement may be subject to change upon renewal. Furthermore, if Licensors generally increase the License Fees, Licensors have the option to increase the License Fees herein upon any renewal by the same percentage as the general price increase, but in no event more than twenty-five percent (25%) of the Schedule of Fees.

6.2. Termination for Breach. Failure to pay or perform any obligation hereunder within the time prescribed shall constitute an event of material default. Failure to cure any event of material default within sixty (60) days after receipt of written notice describing the nonperformance, or thirty (30) days with respect to non-payment of funds, shall entitle the Party giving such notice to terminate, or suspend, any or all portions of this Agreement.

6.3. Individual Licensor’s Option to Withdraw Patents. In the event Licensee or any of its Affiliates makes a claim, raises a counterclaim, or files a suit, directly or indirectly, against a Licensor and/or any of its Affiliates over a patent alleged, or believed in such Licensor’s reasonable judgment, to be an Essential AAC Patent, then such Licensor may withdraw the grant of license under its and its Affiliates’ Essential AAC Patent(s) from this Agreement. Upon such withdrawal, Via will promptly notify Licensee, and as of the date of the filing of such claim, counterclaim, or suit ("Claim Date"), Licensee's Licensed Patent(s) under this Agreement will cease to include the Essential AAC Patents of such Licensor and its Affiliates. Via will provide Licensee with a revised Appendix A to this Agreement, which shall be effective as of the Claim Date.

6.4. Termination for Convenience. Licensee may terminate this Agreement at will by providing Via with written notice at least sixty (60) days prior to the effective date of such termination (the “Termination Date”), with such notice becoming effective only if (i) Licensee has fully performed all of its payment and other obligations under this Agreement; and (ii) either (a) Licensee certifies to Via in writing prior to the Termination Date that it has ceased to make, use, import, Sell and Otherwise Supply Licensed Products as of the Termination Date; or (b) prior to the Termination Date, Via has received written confirmation that Licensee has entered into bilateral agreements with each of the Licensors covering the practice of the Licensed Patents for making, having made, using, importing, Selling and Otherwise Supplying Licensed Products for the purpose of encoding or decoding data in accordance with the AAC Standard.

6.5. Effect of Termination.

6.5.1. Effect of Termination on Payments and Reporting. Upon expiration or termination of this Agreement, the payment date of all monies due and the reporting date of all Quarterly Reports shall automatically be accelerated so that they shall all become due, payable, and deliverable no later than thirty (30) days after the effective date of expiration or termination of this Agreement.

6.5.2. Effect of Termination on License. Upon expiration or termination, all licenses granted to Licensee hereunder shall revert to Licensors, except that for a period of six (6) months after the Term of this Agreement, Licensee shall be entitled to fill orders for Licensed Products received prior to expiration or termination and to make, or have made for it, and to Sell Licensed Products for which commitments to vendors had been made prior to notice of such expiration or termination (“Sell Off Period”), except when this Agreement is terminated for material breach the foregoing Sell Off Period shall not apply, but rather the termination provisions set forth in Section 6.2 above (“Termination for Breach”) shall apply. Any expiration or termination of this Agreement pursuant to the terms in this Section 6 (“Term and Termination”) shall not relieve Licensee of its obligation to account for and make payments pursuant to the terms of this Agreement for all Licensed Products Sold or Otherwise Supplied by Licensee either prior or subsequent to the expiration or termination date.

6.6. Survival. The definitions and the Parties’ rights, duties and obligations which, by their nature, would continue beyond the expiration or termination of this Agreement, including but not limited to Sections 4.7 (“Books and Records”), 5 (“Confidentiality”), and 7 (“Representations and Warranties”) shall survive the expiration or termination of this Agreement.

7. Representations and Warranties.

7.1. Negation of Representations and Warranties by Via and Licensors. Via and Licensors, individually and collectively, make no representation, warranty, covenant or claim regarding:

7.1.1. the scope, validity, enforceability or infringement of the Licensed Patents;

7.1.2. any ongoing maintenance or prosecution of any of the Licensed Patents;

7.1.3. any defense of Licensee against any actions or suits of any nature brought by any third parties;

7.1.4. any obligation to bring or prosecute any actions or suits against any third parties for infringement; or

7.1.5. any sufficiency, adequacy or completeness of the Licensed Patents for any purpose including but not limited to make, use, import, Sell, or Otherwise Supply Licensed Products.

7.2. Representations and Warranties by Licensee. Licensee represents, warrants and covenants that:

7.2.1. Licensee enters into this Agreement for its own convenience to acquire nonexclusive rights from multiple Licensors hereto in a single transaction rather than in multiple transactions for rights to the Licensed Patents which it believes are necessary to make, use, import, Sell, or Otherwise Supply Licensed Products; and by doing so Licensors and Licensee can achieve economies of scale, reduce transaction costs, integrate complementary technologies, and promote the AAC Standard;

7.2.2. Licensee is aware that the Licensed Patent(s) may not comprise all the technology, or include licenses to all of the patents required to make, use, import, Sell, or Otherwise Supply a Licensed Product;

7.2.3. Licensee acknowledges that Via and Licensors, individually and collectively, make no representation, warranty, covenant or claim that the Licensed Patents hereunder include all applicable Essential AAC Patents throughout the world;

7.2.4. Licensee acknowledges that Via and Licensors, individually and collectively, make no representation, warranty, covenant or claim that making, using, importing, Selling, or Otherwise Supplying Licensed Products will not infringe, directly, indirectly, by inducement or otherwise, any patent not licensed hereunder;

7.2.5. Licensee shall defend, indemnify, and hold Via and the Licensors, individually and collectively, harmless and free from and against any claim, loss, damage or other liability based on or otherwise arising out of Licensee’s conduct; provided, however, that notwithstanding the foregoing, Licensee shall not be obligated to defend, indemnify and hold Via or the Licensors harmless from and against a claim, loss, damage or liability based on or otherwise arising out of conduct by Via or the Licensors;

7.2.6. Licensee acknowledges that Via and the Licensors have not investigated Licensee's particular Licensed Product(s) and that to the extent such Licensed Product(s) include features not necessarily and unavoidably required by the practice of the AAC Standard such features may infringe patents and/or intellectual property rights owned by the Licensors which are not included in the Licensed Patent(s);

7.2.7. Licensee has not, in contemplation of signing this Agreement, made an assignment of, or granted an exclusive license to, any Essential AAC Patent to any third party. During the Term, any assignment made or exclusive license granted by Licensee of any Essential AAC Patent may only be assigned or licensed under the condition that such Essential AAC Patent continues to be subject to the obligation to offer a license to all Licensors and all other licensees under an AAC Patent License Agreement administered by License Administrator pursuant to the terms and conditions of this Agreement.

7.3. Representations and Warranties by Each Party. Each Party represents, covenants and warrants that:

7.3.1. this Agreement does not violate any of that Party’s existing agreements;

7.3.2. such Party has the authority, power and right to convey the rights or accept the obligations created hereunder.

7.4. WARRANTY DISCLAIMER. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, AND EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7 (“REPRESENTATIONS AND WARRANTIES”), VIA AND THE LICENSORS MAKE NO WARRANTY OF ANY TYPE OR OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND HEREBY DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

7.5. WAIVER OF CONSEQUENTIAL DAMAGES AND OTHER INDIRECT DAMAGES. VIA AND THE LICENSORS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY TYPE OR OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF VIA OR ANY OF THE LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.6. LIMITATION OF REMEDIES AND LIMITATION OF LIABILITY. IN ALL EVENTS, LICENSEE’S SOLE REMEDY UNDER THIS AGREEMENT FOR ANY CLAIM OF BREACH SHALL BE TO TERMINATE THIS AGREEMENT. IN NO EVENT SHALL VIA'S AND LICENSORS’ AGGREGATE CUMULATIVE LIABILITY TO LICENSEE FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS DUE TO VIA BUT UNPAID BY LICENSEE OR THE AMOUNTS PAID BY LICENSEE TO VIA IN THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO THE LIABILITY, WHICHEVER IS LESS.

7.7. FAILURE OF ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN SECTION 7.6 (“LIMITATION OF REMEDIES AND LIMITATION OF LIABILITY”) SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.8. Express Allocation of Risks and Benefits. All of the terms and conditions in this Section 7 (“Representations and Warranties”) have been expressly accepted by the Parties and represent the bargained for allocations of risks and benefits under this Agreement which are reflected in the financial terms between the Parties in this Agreement. This allocation is an essential element of the basis of the bargain between the Parties.

8. Right to Independent Negotiation.

8.1. Acknowledgements. Licensee understands and acknowledges that the Licensed Patents are offered to be licensed for the convenience of Licensee, and Licensee is free to negotiate licenses and/or fees for the Licensed Patents directly with the Licensors independently, individually and directly on mutually acceptable terms and conditions which may be different from those set forth in this Agreement.

8.2. Independent Negotiations. Licensee also understands and acknowledges that Licensee is free to conduct the negotiations described in this Section 8 (“Right to Independent Negotiation”) simultaneously with any or all of the Licensors independently, individually and directly.

9. General.

9.1. Section Titles. Section titles are intended only to aid and assist the reader as an index device and are not intended to be substantive or fully descriptive of the contents of the section or to be used for construction or interpretation.

9.2. Assignment. Licensee shall not assign this Agreement or delegate any of its rights, duties or obligations hereunder without the prior written consent of Via, except in connection with Licensee’s merger with another entity, or sale to another entity of its entire business, or substantially all of the assets used to carry out the business related to practice of the technology to which this Agreement pertains, provided that such entity shall promptly agree in writing with Via to perform all Licensee’s obligations and duties hereunder. Any attempt to do so without such consent is void. Via may assign the administration and management of this Agreement or its rights, interests and obligations under this Agreement to a successor in connection with a merger with or acquisition by or sale of all of Via’s assets, or in the event the Licensors designate a different license administrator. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.3. Compliance with Laws. Licensee will comply with all applicable laws and regulations, including any applicable laws and regulations relating to export, import, and applicable royalty withholding laws and regulations, and will defend and hold Via and all Licensors harmless from any expense or damage resulting from Licensee’s violation or alleged violation of any such law or regulation. Licensee shall not export or re-export any data acquired from Licensors under this Agreement, or the direct product thereof, to any country in contravention of applicable law.

9.4. Costs. Any covenant requiring a Party to perform or provide an act or service shall be construed to impose upon such Party the burden of the cost thereof unless otherwise provided for herein.

9.5. Assertion of Unenforceability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and the unenforceable or invalid provision shall be amended to achieve as closely as possible the economic effect of the original provision.

9.6. Modification and Waiver. No provision of this Agreement shall be deemed modified by any act or omission of a Party or its agents, or by failure to object to any acts of a Party which may be inconsistent with the terms of this Agreement. No waiver of a breach committed by a Party in one instance shall constitute a waiver or permission to commit or continue breaches in other or like instances. This Agreement shall not be amended or modified other than by a duly executed amendment signed by authorized representatives of the Parties, except that Via may provide updates to Appendix A, and the Parties may provide updates to contact information, addresses and other administrative matters via written notice, email, facsimile, or as provided in Section 4.5.7 above.

9.7. Calendar Days. All references to days under this Agreement are a reference to calendar days; thus, for example, when action is required “within thirty (30) days” then in all cases such action is required within thirty (30) calendar days.

9.8. Notices. All notices and communication shall be in written English, to the addresses below, or to such other contact information as either Party may designate pursuant to proper notice, and, except to the extent an alternative means is specified below or elsewhere in this Agreement, sent by an internationally-recognized courier service that provides proof of delivery. All notices so provided shall be deemed effective upon receipt as indicated by such proof, and in no case later than ten (10) days after sending. Notwithstanding the foregoing, Via may send notices updating contact information, addresses and other administrative matters, and any updates to the list of Licensors and Licensed Patents in Appendix A pursuant to Sections 2.6.2 or 6.3 or otherwise, via email, facsimile, as provided in Section 4.5.7 above, or other electronic means. The parties may agree on additional procedures for electronic communication; such agreement may be entered into by electronic means. If and when so entered into, such procedures will be deemed to be incorporated into the notice procedures set forth in this Section 9.8 (“Notices”). All fees payable to Via shall be paid by check tendered to the following address or wire transfer to the bank and account set forth in the applicable invoice from Via (or such other payment addresses or bank account as Via shall designate in writing):

Via Licensing Corporation

Attention: AAC License Administrator

1275 Market Street

San Francisco, CA 94103

Telephone: (415) 645-4700

Notices to Licensee shall be sent to the address on page 1, or to the following if

specified:

Company: _____________________________

Attn: _____________________________

Address: _____________________________

_____________________________

Fax: _____________________________

Email: _____________________________

9.9. Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the substantive law of the State of California and applicable federal law of the United States, but without regard to choice of law provisions thereof. This Agreement shall be deemed to have been made and entered into in San Francisco, California. The Parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California, San Francisco Division and the Superior Court of the State of California, San Francisco County, in any litigation arising out of or relating to this Agreement. In the event that any action is brought to resolve any dispute under this Agreement, the prevailing Party shall be entitled to recover from the other Party all costs and expenses incurred in that action as well as any appeal therefrom, including all reasonable attorney's fees and costs. Licensee shall not object to any enforcement action brought by Via under this Agreement on the basis that the Licensors should be required to seek, maintain, or be joined to such action. Each Party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state.

9.10. Relationship of the Parties. The Parties are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or other agency between Via and Licensee, and neither Via nor Licensee has the authority to bind the other or incur any obligation on behalf of the other.

9.11. Controlling Language. This Agreement and the Appendices hereto are prepared and executed in the English language only, which language shall be controlling in all respects. Any translations of this Agreement into any other language are for reference only and shall have no legal or other effect. Any notice which is required or permitted to be given by one Party to the other under this Agreement shall be in the English language and shall be in writing. All proceedings related to this Agreement shall be conducted in the English language.

9.12. Third Party Beneficiary. Licensee acknowledges and agrees that each Licensor is a direct and intended third party beneficiary of those provisions of this Agreement expressly or implicitly referencing Licensor and Licensor shall be entitled to enforce the terms of such provisions directly against Licensee. Nothing in this Agreement, express or implied, is intended to or shall confer upon Licensee or any other third party any right, benefit or remedy of any nature whatsoever under or by reason of any separate agreement between any of Via, the Licensors or any third party. Except for each Licensor and the Parties, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.13. Counterparts. This Agreement may be executed, whether in person or by facsimile transmission, simultaneously in counterpart, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement.

9.14. Review by Counsel. Each Party hereby acknowledges and agrees that it is sophisticated and has consulted legal counsel with respect to this transaction. As a consequence, the Parties expressly waive any presumption of any statutory or common law rule relating to the interpretation of contracts against the drafter.

9.15. Entire Agreement. This Agreement, together with the Appendices attached hereto and incorporated by this reference, contains the entire agreement between Via and Licensee, and supersedes all other prior or contemporaneous representations, discussions, negotiations and agreements, whether written or oral between them relating to the subject matter hereof.

APPENDIX A

AAC STANDARD, LICENSORS, AND LICENSED PATENTS

“AAC Standard” means standards defined by the International Organization for Standardization (“ISO”) and the International Electrotechnical Commission (“IEC”) for the coding of audio information, namely:

 ISO/IEC 13818-7 Information Technology -- Generic coding of moving pictures and associated audio information -- Part 7: Advanced Audio Coding (AAC), and

 ISO/IEC 14496-3 Information Technology -- Coding of audio-visual objects -- Part 3: Audio, and

 ISO/IEC 23003-1 Information technology -- MPEG audio technologies -- Part 1: MPEG Surround, and

 ISO/IEC 23003-2 Information technology -- MPEG audio technologies -- Part 2: Spatial Audio Object Coding (SAOC), and

 ISO/IEC 23003-3 Information technology -- MPEG audio technologies -- Part 3: Unified speech and audio coding

 ISO/IEC 23003-4 Information technology -- MPEG audio technologies -- Part 4: Dynamic Range Control

specifically limited to the following Audio Profiles and Object Types (AOTs):

 AAC Profile (including MPEG-2 AAC LC)

 High Efficiency AAC Profile (including MPEG-2 AAC LC in combination with SBR)

 High Efficiency AAC v2 Profile

 Low Delay AAC Profile

 Low Delay AAC v2 Profile

 ER AAC Scalable (AOT 20)

 ER AAC ELD (AOT 39)

 Extended HE-AAC Profile

 Dynamic Range Control Profile, when used in combination with the AAC family of codecs as specified in Clause 4.5.2.16 of ISO/IEC 14496-3:2009/Amd.5:2015 and Clause 4.6 of ISO/IEC 23003-3:2012/Amd.3:2016

Licensors:

 Dolby International AB Apollo Building, 3E, Herikerbergweg 1-35, 1101 CN Amsterdam Zuidoost, The Netherlands and Dolby Laboratories Licensing Corporation 1275 Market Street San Francisco CA 94103-1410 USA (together, "Dolby")

 Electronics and Telecommunications Research Institute (ETRI) 218 Gajeong-ro, Yuseonggu, Daejeon, Korea

 Fraunhofer Gesellschaft zur Foerderung der angewandten Forschung e.V (Fraunhofer) Hansastrasse 27c Munich 80686 Federal Republic of Germany

 Koninklijke Philips N.V. (Philips) PO Box 220 5600 AE Eindhoven Netherlands

 JVC KENWOOD Corporation 3-12, Moriyacho, kanagawa-ku, Yokohama-shi, Kanagawa, 221-0022 Japan

 Microsoft Corporation, One Microsoft Way, Redmond, WA, 98052-6399 USA

 NEC Corporation 7-1 Shiba 5-chome Minato-ku Tokyo 108-8001 Japan

 NTT DOCOMO, INC. Sanno Park Tower, 11-1, Nagata-cho 2 chome, Chiyoda-ku, Tokyo 100-6150 Japan

 ORANGE SA Orange Gardens, Room 1E-4-86, 44, avenue de la Republique, Chatillon 92320 France

 Panasonic Corporation 7F & 8F OBP Panasonic Tower, 2-1-61 Shiromi, Chuo-ku, Osaka City 540-6207 Japan

 Sony Corporation 1-7-1- Konan, Minato-ku, Tokyo 108-0075 Japan

 Telefonaktiebolaget LM Ericsson (publ) (Ericsson) Torshamnsgatan 23, SE-164 83 Stockholm Sweden

 VoiceAge Corporation 750 Chemin Lucerne, Mont-Royal, QC H3R 2H6, Canada

List of Licensed Patents: ADD THE TABLES LISTED IN THE SAMPLE LICENSE FROM P 26 TO P 56

APPENDIX B

SCHEDULE OF FEES

These License Fees will not be increased for any reason during the initial Term, including but not limited to the addition of Licensors and/or Licensed Patents to Appendix A after the Effective Date.

(1) Standard Rate Structure - Worldwide Rates:

Licensee shall pay Via for each Licensed Product Sold or Otherwise Supplied in accordance with the following table.

Volume

(per unit* / annual reset) Per Unit Fee

For the first 1 to 500,000 units $ 0.98

For units 500,001 to 1,000,000 $ 0.78

For units 1,000,001 to 2,000,000 $ 0.68

For units 2,000,001 to 5,000,000 $ 0.45

For units 5,000,001 to 10,000,000 $ 0.42

For units 10,000,001 to 20,000,000 $ 0.22

For units 20,000,001 to 50,000,000 $ 0.20

For units 50,000,001 to 75,000,000 $ 0.15

For units 75,000,001 and more $ 0.10

* Licensed Products with more than two Channels count as 1.5 units.

(2) Alternative Rate Structure – Country/Region-Based Rates:

As an alternative to the Standard Rate Structure described above, Licensee may elect the bifurcated rate structure described below, which includes a different rate table for those Licensed Products that are Sold or Otherwise Supplied for use by an End User within certain countries/regions. The first table below (R1 Rate Table) applies to those Licensed Products Sold or Otherwise Supplied for use by an End User within the countries/regions listed on the R1 Country/Region List below in which any Licensed Patent remains unexpired (i.e., “R1 Products”). The second table below (R2 Rate Table) applies to those Licensed Products Sold or Otherwise Supplied for use by an End User within countries/regions that are not listed on the R1 Country/Region List in which any Licensed Patent remains unexpired (i.e., “R2 Products”). If any Licensed Product is Sold or Otherwise Supplied for use by an End User in a country/region in which there is no unexpired Licensed Patent, but is manufactured in a country/region in which a Licensed Patent remains unexpired, then the identity of the country/region of manufacture shall determine the applicable R1 or R2 rate. The volume of units of R1 Products may not be aggregated with the volume of units of R2 Products for purposes of determining the applicable rate under either the R1 or R2 Rate Tables.

R1 Rate Table:

Volume (per unit* / annual reset) Per Unit Fee

For the first 1 to 500,000 units $ 0.98

For units 500,001 to 1,000,000 $ 0.78

For units 1,000,001 to 2,000,000 $ 0.68

For units 2,000,001 to 5,000,000 $ 0.45

For units 5,000,001 to 10,000,000 $ 0.42

For units 10,000,001 to 20,000,000 $ 0.22

For units 20,000,001 to 50,000,000 $ 0.20

For units 50,000,001 to 75,000,000 $ 0.15

For units 75,000,001 and more $ 0.10

* Licensed Products with more than two Channels count as 1.5 units.

R2 Rate Table:

Volume (per unit* / annual reset) Per Unit Fee

For the first 1 to 500,000 units $ 0.64

For units 500,001 to 1,000,000 $ 0.51

For units 1,000,001 to 2,000,000 $ 0.44

For units 2,000,001 to 5,000,000 $ 0.29

For units 5,000,001 to 10,000,000 $ 0.27

For units 10,000,001 to 20,000,000 $ 0.14

For units 20,000,001 to 50,000,000 $ 0.13

For units 50,000,001 to 75,000,000 $ 0.10

For units 75,000,001 and more $ 0.07

* Licensed Products with more than two Channels count as 1.5 units.

R1 Country/Region List:

Andorra

American Samoa

Australia

Austria

Belgium

Bermuda

Bulgaria

Canada

Croatia

Cyprus

Czech Republic

Denmark

Latvia

Lichtenstein

Lithuania

Luxembourg

Malta

Monaco

Netherlands

New Zealand

Norway

Poland

Portugal

Puerto Rico

R1 Country/Region List (continued)

Estonia

Finland

France

Germany

Greece

Guam

Hong Kong

Hungary

Iceland

Israel

Italy

Ireland

Japan

Romania

San Marino

Singapore

Slovakia

Slovenia

South Korea

Spain

Sweden

Switzerland

Taiwan

Turkey

United Kingdom

United States and its Territories

United States Virgin Islands

Procedures For Electing the Alternative Rate Structure

The Standard Rate Structure shall apply unless Licensee has elected to use the Alternative Rate Structure in accordance with this section.

Notice and Timing of Election: Licensee may elect the Alternative Rate Structure by providing written notice to Via of its election prior to the Effective Date of this Agreement. During the Term of this Agreement, Licensee may elect to change to the Standard Rate Structure or the Alternative Rate Structure by providing written notice to Via of its election to change, and making the administrative fee payment described below. Upon such election and fee payment after the Effective Date, the Standard Rate Structure or Alternative Rate Structure, as appropriate, will apply to Licensed Products Sold or Otherwise Supplied after the end of the calendar quarter in which notice was provided. When changing to the Standard Rate Structure or the Alternative Rate structure after the Effective Date of this Agreement, the Licensee’s annual unit volume count will be reset to zero and the applicable tier rate(s) will apply beginning with the quarter in which the Standard Rate Structure takes effect.

Fee: At the time that Licensee provides notice of an election to change to the Alternative Rate Structure or the Standard Rate Structure after the Effective Date, Licensee shall pay to Via an administrative fee of fifteen thousand dollars (US $15,000) for each such election to change.

Eligibility: Notwithstanding the above, Licensee may make an election to change to the Standard Rate Structure only if Licensee is in good standing, i.e. Licensee has fully complied with all obligations under the Agreement, including all payment and reporting obligations

Appendix C

Declaration of Small Entity Status

On behalf of [Licensee Company Name], the undersigned hereby declares that, at the time of executing this Declaration of Small Entity Status and Agreement, it is a Small Entity as defined in Section 1.23 and confirms that: [Licensee Company Name], together with its Affiliates, has no more than fifteen (15) employees; and [Licensee Company Name]’s, together with its Affiliates, combined annual gross revenues do not exceed US $1 million.

The undersigned hereby represents and warrants that all statements herein are accurate and true, and that the undersigned has the authority to execute this form on behalf of [Licensee Company Name].

DATE SIGNATURE

Name:

Title:

Company:

AVC License

THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE. SUCH LICENSE EXTENDS TO THIS PRODUCT ONLY AND ONLY TO THE EXTENT OF OTHER NOTICES WHICH MAY BE INCLUDED HEREIN. THE LICENSE DOES NOT EXTEND TO ANY OTHER PRODUCT REGARDLESS OF WHETHER SUCH PRODUCT IS INCLUDED WITH THIS LICENSED PRODUCT IN A SINGLE ARTICLE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM