oneMPOWER Platform
Limited Evaluation License Agreement

This oneMPOWER Platform Limited Evaluation License Agreement ("Agreement") is entered by and between INTERDIGITAL COMMUNICATIONS, INC., a Delaware corporation having offices at 200 Bellevue Parkway, Suite 300, Wilmington, Delaware 19809 ("InterDigital") and Recipient (hereinafter, "Licensee") as of the date and time Recipient indicates acceptance of the Terms and Conditions of the oneMPOWER Platform (the "Effective Date").

InterDigital has developed a "oneMPOWER Platform" including among other things a M2M Server, M2M Gateway, and certain software known as the InterDigital "M2M Service Capability Layer and API". Licensee is interested in evaluating InterDigital’s M2M Service Capability Layer and API software for potential use in connection with Company’s Products (the "Licensee Products"). Licensee is also interested in interfacing the Licensee Products to the M2M Service Capability Layer and API and operating such Licensee Products on the oneMPOWER Platform.

To enable Licensee to evaluate the M2M Service Capability Layer and API, InterDigital will supply some or all of the following: (i) "Software", consisting of linkable object modules, libraries, executable drivers and demonstration applications, which may include, in InterDigital’s sole discretion, limited sample source code to demonstrate the use of InterDigital libraries provided in binary form (the "InterDigital Source Code"); (ii) "Documentation", consisting of interface definitions, API’s, header files, user manuals and system documentation and; and (iii) "Tools", consisting of test drivers, test scripts, and build software, (collectively, the "Evaluation Materials"). It is assumed that the Licensee will supply any other required software components (e.g. modem drivers) that interface with the Software. If InterDigital, at its sole option, supplies updates or error corrections to Licensee, the updates or error corrections will be considered part of the Evaluation Materials, and therefore subject to the terms of this Agreement. Licensee will have the right to use the Evaluation Materials, subject to the terms of this Agreement.

1. Limited License.

InterDigital hereby grants Licensee, during the term, a royalty-free, non-exclusive, non-transferable, non-sublicensable limited and non-commercial license to internally use the Evaluation Materials for the purposes set forth as follows; (i) to interface the Software to the Licensee Products; (ii) to reproduce the Software in connection with interfacing it to the Licensee Products; (iii) to internally use the Tools and Documentation in connection with the interfacing and testing of the Software; and, (iv) to evaluate the functionality and performance of the Licensee Products as part of the oneMPOWER Platform. InterDigital will provide Licensee with limited access to InterDigital’s M2M Server solely to enable Licensee to perform the foregoing.

2. License Restrictions.

Licensee may not modify or create derivative works of the Evaluation Materials, or translate, reverse engineer, disassemble or decompile any portion of the Evaluation Materials, or otherwise attempt to derive the source code from any portion of the Evaluation Materials. Licensee may not sell, distribute, loan or otherwise encumber or transfer the Evaluation Materials, in whole or in part, to any third party. Additionally, Licensee must reproduce and apply any copyright or other proprietary rights notices included on the Documentation and included on or embedded in the Software or the Tools to any copies made thereof, in whole or in part. Licensee shall have no right to use the Evaluation Materials for production or commercial use. Notwithstanding any other provision of this Agreement, Licensee will make no use of the Evaluation Materials that could subject the Evaluation Materials, or InterDigital, to the requirements of any so-called "open source" software licensing or intellectual property requirements or obligations.

3. InterDigital Source Code

In addition to the provisions of Section 2, Licensee understands and agrees that unauthorized use or disclosure of the InterDigital Source Code could cause InterDigital extreme damage. Accordingly, without in any way limiting the provisions of this Agreement, InterDigital and Licensee agree with respect to the InterDigital Source Code and any changes or modifications made by either party thereto:

  1. InterDigital Source Code will be disclosed only to bona-fide full time Licensee employees and not to any Licensee contractors, consultants, service providers and technology partners.
  2. InterDigital Source Code will be disclosed only to the minimum number of Licensee employees required for Licensee to carry out the Agreement.
  3. Prior to disclosure of InterDigital Source Code or any changes or modifications thereto to its employees, Licensee will provide those employees with a copy of this Agreement and obtain those employees’ agreement to abide by the terms and conditions thereof.
  4. InterDigital Source Code will be made available for download from the InterDigital Secure Portal (FTP) to a secure local computer. InterDigital will provide the login account and password information to Licensee. Access controls or restrictions shall be implemented to ensure the security of the local computer and disclosure of the source code only to the individuals specified according to this Agreement. InterDigital Source Code shall not be stored on network servers or network data storage devices.

4. Ownership.

The Evaluation Materials are licensed, not sold, to Licensee and can be used only according to the licenses granted and the license restrictions of Sections 1, 2, and 3 of this Agreement. Licensee represents and warrants that it has all necessary rights, title and interests in and to the Licensee Products. Licensee agrees and acknowledges that InterDigital and its licensors own all right, title and interest in and to the Evaluation Materials and Licensee has no right, title or interest in the Evaluation Materials other than the limited license rights granted and the license restrictions of Sections 1, 2 and 3. This Agreement is not a sale or assignment of any interest in InterDigital’s intellectual property rights or other proprietary interests set forth herein. No other rights or licenses are granted by InterDigital or its affiliates to Licensee, either expressly, by implication, estoppels or otherwise.

Licensee represents and warrants that it will not: (i) publish, disclose, collect, maintain, or otherwise use any "protected health information" (as such term is used in the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191) or any other sensitive information governed by the Health Information Technology for Economic and Clinical Health Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and analogous state laws, (ii) utilize the Evaluation Materials to publish, disclose, collect, maintain, or otherwise use, any individually identifiable information collected from children under the age of 13 or otherwise publish, disclose, collect, maintain, or otherwise use, any information that is governed by the Children’s Online Privacy Protection Act of 1998 (COPPA) or similar laws or regulations governing information collected from children under the age of 13, or (iii) use the Evaluation Materials to otherwise publish any other information that would constitute personally identifiable information.

INTERDIGITAL IS NOT RESPONSIBLE FOR EXAMINING OR EVALUATING THE CONTENT OR ACCURACY OF ANY THIRD PARTY SERVICE AND INTERDIGITAL DOES NOT WARRANT AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY SUCH SERVICE. INTERDIGITAL IS NOT RESPONSIBLE FOR MAINTAINING ADDITIONAL BACKUP COPIES OF, AND FAILOVER SERVICES FOR, ANY LICENSEE CONTENT, DATA, OR PRODUCTS. INTERDIGITAL SHALL HAVE NO OBLIGATION AT ANY TIME TO MAINTAIN COPIES OF ANY LICENSEE CONTENT, DATA, OR PRODUCTS, AND MAY DELETE ALL LICENSEE CONTENT, DATA, OR PRODUCTS UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT.

5. Open Source.

If any Open Source Software (defined below) is incorporated or distributed with the Evaluation Materials, it will be subject to the terms of the respective Open Source Software license agreement under which it is provided and will not be considered part of the Evaluation Materials or of the InterDigital Source Code provided under this Agreement. The Evaluation Materials are distributed by InterDigital with the Open Source Software identified, by example and without limitation, on Exhibit A ("Dependent Open Source Software") under the terms of the applicable Open Source Software licenses, if any, relating thereto. Licensee shall be responsible for complying with the terms of the Open Source Software licenses governing the Dependent Open Source Software.  NOTHING IN THIS AGREEMENT GRANTS TO LICENSEE A LICENSE TO USE THE DEPENDENT OPEN SOURCE SOFTWARE OR ANY OTHER OPEN SOURCE SOFTWARE, ALL OF WHICH SHALL BE SUBJECT TO THE APPLICABLE OPEN SOURCE SOFTWARE LICENSE AGREEMENTS GOVERNING SUCH DEPENDENT OPEN SOURCE SOFTWARE.  "Open Source Software" means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software, or pursuant to similar licensing and distribution models, including any software that is licensed or distributed under any license or distribution model that satisfies any version of "The Open Source Definition" provided by the Open Source Initiative at http://opensource.org/osd or any version of "The Free Software Definition" provided by the Free Software Foundation at http://www.gnu.org/philosophy/free-sw.html.

6. Confidential Information.

7. Feedback.

In the process of its evaluation of the Evaluation Materials, Licensee may (but is not obligated to) provide InterDigital with comments, suggestions, observations, critiques and other input, orally, electronically or in writing, with respect to the Evaluation Materials, including Licensee's suggestions, ideas and proposals for modifications, enhancements, improvements, additional functionality, and other changes thereto ("Feedback"). InterDigital will be free to use all Feedback, and all changes to the Evaluation Materials or other products or services that InterDigital elects to make on the basis of such Feedback, for any purpose, and Licensee shall have no claim to any compensation or other consideration for such use.

8. Term and Termination.

The limited licenses granted hereunder will commence upon the Effective Date and, unless extended in writing or earlier terminated as herein provided, will expire ninety (90) days from the Effective Date. Notwithstanding the foregoing, either party may terminate this Agreement and the licenses granted hereunder at any time, for any reason upon written notice to the other party. Upon termination or expiration of this Agreement and the licenses granted hereunder, Licensee will immediately cease use of the Evaluation Materials, will remove all Software from Licensee Products, and destroy all copies of all Evaluation Materials. A duly authorized officer of Licensee will certify to InterDigital in writing that Licensee has complied with the foregoing. Upon termination or expiration of this Agreement, for any reason, Sections 3 through 12 of this Agreement shall survive.

9. Disclaimer of Warranty.

THE EVALUATION MATERIALS ARE SUPPLIED "AS IS". INTERDIGITAL DOES NOT WARRANT THAT THE EVALUATION MATERIALS WILL BE FREE FROM ERRORS, BUGS, VIRUSES OR OTHER PROGRAMMING LIMITATIONS, OR THAT THEY WILL MEET LICENSEE’S REQUIREMENTS. INTERDIGITAL MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE EVALUATION MATERIALS, AND INTERDIGITAL EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. LICENSEE ACKNOWLEDGES AND AGREES THAT INTERDIGITAL IS UNDER NO OBLIGATION TO INSTALL, MAINTAIN, SUPPORT OR PROVIDE UPGRADES FOR THE EVALUATION MATERIALS OR TO ASSIST LICENSEE’S USE THEREOF, BUT IF INTERDIGITAL PROVIDES ANY ASSISTANCE, INTERDIGITAL MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO.

10. Limitation of Liability.

Licensee assumes the entire risk arising out of the use or performance of the Evaluation Materials or any software, systems or products (including the Licensee Products) that Licensee designs using or incorporating the Evaluation Materials, and Licensee will hold InterDigital harmless from any claims based on Licensee’s use of the Evaluation Materials. In no event shall InterDigital be liable for any special, incidental, consequential, punitive or direct damages, however caused, on any theory of liability and whether or not InterDigital has been advised of the possibility of such damages, arising in any way out of this Agreement, the Evaluation Materials or Licensee’s use of the Evaluation Materials. In no event shall InterDigital’s aggregate liability under this Agreement exceed USD $1,000.00. The limitations of damages set forth herein are fundamental elements of the basis of the bargain between InterDigital and Licensee.

11. Export Control.

Licensee agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, Licensee covenants that it shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from InterDigital under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. LICENSEE REPRESENTS AND WARRANTS THAT IT IS NOT A CITIZEN, NATIONAL, OR RESIDENT OF, AND IS NOT UNDER THE CONTROL OF THE GOVERNMENTS OF, CUBA, IRAN, NORTH KOREA, SUDAN, SYRIA, OR THE CRIMEA REGION OF THE UKRAINE, AND IS NOT OTHERWISE A RESTRICTED END-USER AS DEFINED BY APPLICABLE EXPORT CONTROL LAWS. Licensee agrees to indemnify, to the fullest extent permitted by law, InterDigital from and against and fines or penalties that may arise as a result of Licensee’s breach of this provision.

12. General Terms.

  1. Governing Law / Dispute Resolution. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, USA, without reference to its conflict of law principles. The parties irrevocably consent to the venue and exclusive jurisdiction of the state and federal courts in the State of Delaware for the purposes of enforcing the provisions herein; waive the defense of any inconvenient forum; waive all rights to a jury trial; and consent to the service of process by registered mail or overnight courier service and sent to the parties’ respective corporate addresses as set forth herein.
  2. Injunctive Relief. It is understood that, notwithstanding any other provision of this Agreement, Licensee’s breach of the provisions of Sections 1 through 5 and 10 of this Agreement will cause InterDigital irreparable damage for which the recovery of money damages would be inadequate, and that InterDigital will therefore be entitled to injunctive relief, without requirement to post bond, to protect InterDigital’s rights under this Agreement in addition to any and all remedies available at law.
  3. No Assignment. Licensee may not assign or otherwise transfer any of its rights or obligations under this Agreement without InterDigital’s prior written consent, which InterDigital may grant or withhold at its own discretion.
  4. Entire Agreement/Amendment. This Agreement is the parties’ entire agreement relating to the Evaluation Materials. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or other communications between the parties relating to its subject matter. This Agreement may not be amended unless in writing and signed by an authorized representative of each party.
  5. Acceptance of this Agreement is contingent upon InterDigital’s approval, and the grant of access to InterDigital’s M2M Service Capability Layer and API is within the sole discretion of InterDigital. By clicking "I Agree" below, Recipient agrees to be bound by the terms of this Agreement. In addition, Signor represents that he/she has the authority to enter this Agreement on behalf of the Recipient and, in so doing, intends to bind and has bound the Recipient to the terms and obligations provided in this Agreement.

The parties, intending to be legally bound, hereby agree to the terms and conditions of this Agreement, effective as of the Effective Date.

EXHIBIT A
DEPENDENT OPEN SOURCE SOFTWARE

libxml
mongoose (web server)
libcurl
zlib
libiconv
sqllite
MongoDB server
MongoDB c++ driver
Boost Library
XML to JSON
JSON-cpp
RabbitMQ Client
RabbitMQ Server
g3log
openSSL
Apache Http core Java Archive (v4.0.1)
dnsjava-2.1.6
Bouncy Castle
JSON-c
JSON in Java
Paho

Version: 1
Uploaded: Aug 11 2016, 8:12 PM UTC