This technology license agreement (hereinafter referred to as this “Agreement”) constitutes a legal agreement binding upon and between you and T-head Semiconductor Co., Ltd (hereinafter referred to as “T-head”), which is applicable to your access to this website and your download, installation or use of relevant Software or Technical Materials of this website.
You may download or use any form of Software or Technical Materials only after carefully reading and agreed to the terms and conditions of this Agreement. Your download or use of the Software or Technical Materials shall be deemed that you have agreed to all terms and conditions of this Agreement. You may not download, install or use any Technical Materials or Software if you don't agree on any term or condition of this Agreement.
If you sign this Agreement on behalf of a company or other legal entity, this indicates that you have been authorized to accept and completely perform this Agreement on behalf of the entity (in this case, “you” refer to the legal entity that you represent). You may not download, install or use any Software or Technical Materials if you have no corresponding legal authorization.
1. Authorization and permit
1.1 Authorization. Subject to the terms and conditions under this Agreement, T-head grants you a non-exclusive, non-transferable, non-sublicensable and recoverable right to download, install and use the Software or Technical Materials to evaluate the possibility of using T-head's products and technologies in your products and technologies (hereinafter referred to as “Use Purpose”). If you have decided to use T-head's products and technologies in your products and technologies, please contact T-head and obtain formal product and technology authorization.
1.2 Update. T-head has the right but no obligation to update the Software or Technical Materials to delete, modify and add new feature, content and function.
1.3 Reservation of rights. The rights entitled to you when you use the Software or Technical Materials are limited to those granted under this Agreement. In addition, T-head doesn't grant you any other license implicitly or in another form. T-head reserves all rights, ownership and interests that are in connection with the Software or Technical Materials downloaded which not granted under this Agreement.
2. Service restrictions
The following restrictions are applicable to your use of the Software or Technical Materials:
2.1 You may not use the Software or Technical Materials or any part thereof for unauthorized purposes. For example, conduct reverse engineering, decompiling or disassembling, or delete any hint or mark or other proprietary statements about copyright, trademark or patent.
2.2 You cannot resell, lease, sub-license, transfer, distribute, modify or create the derived works or derived technologies of the Software or Technical Materials or any part hereof.
2.3 You can neither use the Software or Technical Materials to develop the competitive products or technologies of the Software or Technical Materials nor assist a third party to develop such activity.
2.4 You cannot bypass, disable or circumvent any encryption, security, digital rights management or authentication mechanism in this Software or Technical Materials.
2.5 You cannot disclose or distribute the Software in the form of source code, or allow the use of the Software to produce derived works, or redistribute the Software for free.
2.6 You agree not to use the Software or Technical Materials for any system or application that may cause personal injury and property loss. T-head shall not assume any responsibility for any claim or damage incurred on you or any third party due to such use.
2.7 This Software or Technical Materials may include third-party Software or Technical Materials or open-source Software provided under an open-source license. The use of third-party Software or Technical Materials or open-source Software shall be governed by the terms of third-party or open source license terms, and the intellectual property of the third-party Software or Technical Materials or open-source Software shall be held by the intellectual property owner specified in the terms of the third-party or open source license terms. You acknowledge and agree that you are responsible for obtaining the right to use such third-party Software or Technical Materials or open-source Software by yourself, and T-head will not assume any responsibility for your use of any third-party Software or Technical Materials or open-source Software.
The Software or Technical Materials, including all intellectual property rights contained, shall be the exclusive property of T-head or its licensor, and you shall have no right, ownership or interest hereof. You agree to prevent any unauthorized duplication or use of the Software or Technical Materials. The ownership, rights and intellectual property rights of the Software or Technical Materials and its duplicates in any form shall belong to T-head. Except for the rights expressly granted in this Agreement, T-head will not grant you any authorization in any form for its patents, copyrights, trademarks, trade secrets and other intellectual property.
4. No warranty statement
The Software or Technical Materials is provided by T-head on an "as is" and "with all faults” basis, and T-head and its affiliates expressly deny any express, implied or statutory guarantee, including but not limited to any marketability guarantee, level of compliance with specific purpose, ownership guarantee, non-infringement guarantee or guarantee on non-existence of any potential or obvious defect. T-head cannot guarantee that the Software or Technical Materials will continuously work without interruption or error during use or according to business practice. You shall bear all risks associated with the use of the Software or Technical Materials.
5. Limitation of liability and compensation
5.1 T-head shall not assume any liability for any special, incidental, punitive or indirect damages arising from or related to the use or performance of this Agreement or the website or Software or Technical Materials, or any loss of profit, use, data, business opportunity or goodwill, or the purchase expense of alternative products, regardless of whether such liability is caused by breach of contract, breach of warranty, infringement, product liability or any claim due to any other legal basis, even if you have been notified in advance of the possibility of such damage. In any case, the liability coverage T-head and its affiliates can bear under or due to this Agreement shall not exceed [RMB 1000 Yuan].
5.2 You agree to indemnify T-head and its affiliates and their respective employees, contractors, agents, managers and directors, and hold them harmless from any claim, damage, obligation, loss, liability, cost or debt, fine, interest penalty, refund and expense (including but not limited to attorney fee) arising from or related to your use of the Software or Technical Materials beyond the extent of this Agreement or violating the terms and conditions of this Agreement.
6. Export control and sanction
6.1 You promise to obey the export control laws and regulations of China, USA and any other country. You will (a) strictly comply with the legal requirements under the control; (b) fully cooperate with T-head in any official or unofficial audit or inspection related to the control; and (c) not export, re-export, transfer, assign or disclose any Software or Technical Materials directly or indirectly to any country that is subject to export restriction or its any citizen and entity.
6.2 You or any of your branches, directors or senior management shall not be (i) the objects of any sanction imposed by the Office of Foreign Assets Control of the US Department of Treasury, the US Department of State, the UN Security Council, the European Union or any other relevant sanction authorities (collectively referred to as "sanctions"); (ii) 50% or more directly or indirectly owned or controlled by one or more persons who is/are subject to sanctions; (iii) the government agencies or branches of the countries that are subject to sanctions on territory (currently including Crimea, Cuba, Iran, North Korea, Sudan and Syria, the list may be changed) or the entities owned or controlled by them; (iv) located, formed, or registered in the countries that are subject to the sanctions on territory; or (v) to the best of your knowledge, any entity owned or controlled 50% or more by your one or more direct or indirect holding parent companies is not the object of sanctions.
7. Termination of license
7.1 If you want to terminate this Agreement, you can give a written notice to T-head and stop the use of the Software or Technical Materials.
7.2 In any of the following circumstances, T-head can immediately terminate this Agreement: (i) when you fail to comply with any term or condition of this Agreement, and fail to correct the breach within thirty (30) days upon receipt of the notice of T-head (or if you infringe the intellectual property rights of T-head, this Agreement will be terminate immediately); (ii) when you start or participate in any legal proceedings against T-head or the Software or Technical Materials.
7.3 You agree that after the termination of this Agreement, you will immediately stop the use of the Software or Technical Materials and destroy all copies and parts of the Software or Technical Materials that you own or control. You will prove in writing your compliance with the promise under this clause when T-head so requires in writing. After the termination of this Agreement, all other terms shall be still valid except for the license terms.
8. Applicable laws and dispute resolution
8.1 The validity, interpretation, performance and dispute resolution of this Agreement shall be governed by the Chinese laws.
8.2 Any dispute arising from the performance of or related to this Agreement shall be settled through friendly negotiation between the two parties. If the negotiation fails, either party shall have the right to submit the dispute to the people's court with jurisdiction in the place where T-head is located for resolution.
9.1 For the purpose of this Agreement, “Affiliates” mean any person, company, enterprise (including a holding company established by either party), partner, trust company or other entity controlling either party to the Agreement or controlled by either party to the Agreement or jointly controlled by other party with either party to the Agreement, directly or directly, by the shares with voting right or in any other form. The term “control” means the operation and management to control or affect one company or entity by directly or indirectly possessing more than 50% of voting right of the entity, or directly or indirectly possessing rights (ownership, stock right or voting right) by agreement or other means.
9.2 You and your affiliates agree that you and your affiliates will not refer to T-head or its affiliates in any publicity, promotion, news release, website, announcement, customer list, marketing/promotional materials, case analysis, advertisement or other disclosure or in any form, or publicly use the name, trademark or logo of T-head (or its affiliates), unless the T-head's prior written consent is obtained.
9.3 If either party fails or delays to exercise a right under this Agreement, this will not constitute a waiver of that right by the party; should either party has exercised a right in whole or in part, this will not prevent the party from exercising the right again in future. Any right partially exercised shall not exclude the exercising of any other right.
9.4 The invalidity or non-enforceability of a clause of this Agreement shall not affect the validity and enforceability of other clauses of this Agreement, and both parties shall use their reasonable efforts to reach an effective and enforceable clause through friendly negotiation. The effective and enforceable clause shall reflect the legal and economic substance of the invalid or unenforceable clause.
9.5 Without prior written consent of the other party, either party cannot partially or fully transfer any right and obligation under this Agreement. However, T-head shall transfer all its rights and obligations under this Agreement to its affiliates by sending you a notice.
9.6 For any notice sent by you under this Agreement or if you want to contact T-head for any other reason, please mail to T-Head_Communications@service.alibaba.com.
If you agree to abide by the terms and conditions of this Agreement, please press "Accept". If you do not agree to abide by the terms and conditions of this Agreement, please press "Refuse", and you will not be allowed to use the Software or Technical Materials downloaded.