SILK PATENT LICENSE
PLEASE READ THIS SKYPE SILK PATENT LICENSE AGREEMENT (THE "LICENSE
AGREEMENT") CAREFULLY BEFORE USING OR EXPLOITING THE SKYPE SILK CODEC
(THE "SILK CODEC"). THIS LICENSE AGREEMENT GRANTS YOU CERTAIN LIMITED
RIGHTS UNDER SKYPE PATENTS TO USE AND EXPLOIT THE SILK CODEC. THE
SOFTWARE CODE AND COPYRIGHTS FOR SKYPE'S SOFTWARE IMPLEMENTATION OF
THE SILK CODEC (THE "SKYPE SILK SOFTWARE") ARE LICENSED SEPARATELY,
AND THIS LICENSE AGREEMENT APPLIES ONLY TO SKYPE'S PATENT RIGHTS IN
THE SILK CODEC.
NO OTHER SKYPE AGREEMENT GRANTS YOU ANY RIGHT, EXPRESS OR IMPLIED,
UNDER SKYPE PATENTS WITH RESPECT TO THE SILK CODEC. SKYPE IS WILLING
TO GRANT YOU THE LIMITED PATENT LICENSE SET FORTH HEREIN ONLY UPON THE
CONDITION THAT YOU EXPRESSLY ACCEPT AND COMPLY WITH THE TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT.
BY CLICKING "I AGREE" BELOW, YOU INDICATE THAT YOU UNDERSTAND THIS
LICENSE AGREEMENT AND AGREE TO ALL OF ITS TERMS. IF YOU DO NOT ACCEPT
AND AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, THEN SKYPE IS
UNWILLING TO GRANT YOU ANY RIGHTS UNDER SKYPE PATENTS WITH RESPECT TO
THE SILK CODEC AND SKYPE RESERVES THE RIGHT TO ENFORCE ITS PATENT
RIGHTS AGAINST YOU AND ANY USE OR EXPLOITATION YOU MAY MAKE OF THE
"Affiliate" means, with respect to any entity, any other entity
directly or indirectly controlling or controlled by, or under direct
or indirect common control with such entity.
"Compare Tool" means the tool supplied with the Skype Silk Software
for comparing the decoder output Test Vectors provided by Skype with
the output of a decoder part of a Licensed Product to determine
whether the Licensed Product is Fully Compatible. The output of the
Compare Tool will be either a "pass" or "fail" based on fixed
thresholds hardcoded into the Compare Tool.
"Compatibility Test" means the test script supplied with the Skype
Silk Software to determine whether a Licensed Product is Fully
Compatible. At the user's request, the test script will invoke the
decoder of the Licensed Product, input the encoder output Test
Vectors, and compare the output from the Licensed Product with the
decoder output Test Vectors using the Compare Tool.
"Fully Compatible" means that (i) upon successfully running the
Compatibility Test on a Licensed Product, the Compare Tool indicates
that the Licensed Product has passed the test; and (ii) the use of
such Licensed Product with the Skype Silk Software does not create or
result in any errors or bugs or otherwise negatively impair or
negatively impact the functioning or operation of the Skype Silk
"Licensed Patents" means patents, patent applications and other patent
rights owned or controlled by Skype or its Affiliates that would be
infringed by any unlicensed manufacture, use, sale, offer for sale or
importation of the Silk Codec that is implemented by the Skype Silk
Software made publicly available by Skype at
"Licensed Products" means products having encoder and/or decoder
functionality based on a version of the Silk Codec released prior to
the date set forth at the top of this License Agreement (a) the
unlicensed manufacture, use, sale, offer for sale or importation of
which would infringe any issued, unexpired claim or pending claim
contained in the Licensed Patents in the country in which any such
product is made, used, imported, offered for sale or sold and (b) that
are Fully Compatible with the most current version of the Skype Silk
Software made publicly available by Skype at
http://developer.skype.com/silk at the time you entered into this
"Skype" means Skype Software S.a.r.l., a Luxembourg corporation.
"Test Vector" means the bit representation of a signal provided by
Skype with the Skype Silk Software.
2. License and Restrictions
2.1 License Grant. Subject to your compliance with the terms and
conditions of this License Agreement, Skype hereby grants you a
non-exclusive, non-transferable license under the Licensed Patents to
use, make, have made, sell, offer for sale, and import Licensed
Products. The license rights granted under this Section 2.1 will
remain in force and effect until the earlier of (i) termination of
this License Agreement in accordance with its terms or (ii) expiration
of the last to expire of the Licensed Patents.
2.2 No Technology Transfer Obligation. Nothing in this License
Agreement will be deemed to require Skype to furnish any technology,
information, materials or services of any kind.
2.3 No Other Rights. Nothing in this License Agreement will be deemed
to confer on you, by implication, estoppel or otherwise, any license
or other right under any patent or other intellectual property rights
of Skype, except as expressly granted herein.
3.1 You agree that you will not, and you will procure that your
Affiliates, officers, employees and assignees will not, assert or
otherwise claim or allege infringement of any patents or patent rights
capable of being infringed by use, manufacture, marketing, making,
having made, keeping, disposing of, offering to dispose of,
distribution, sale, offering for sale or importation of (i) the Silk
Codec or any other or modified version thereof as such or on any
device or (ii) any combination of the Silk Codec or any other or
modified version thereof with any hardware and/or software, against
(a) Skype or its Affiliates, (b) any direct or indirect licensee of
Skype or any Affiliate of Skype, or (c) distributors, customers and
end users of any of the foregoing.
3.2 You shall be released from the non-assertion obligation under
Section 3.1 in relation to any beneficiary (but not in relation to
other beneficiaries) of Section 3.1 that asserts any patent against
you for your use of the Skype Silk Software.
4. No Warranty
4.1 Skype, its Affiliates, officers, employees and agents, make no
representations or warranties that Licensed Patents are or will be
held valid or enforceable, or that the manufacture, importation, use,
offer for sale, sale or other distribution of any Licensed Products
will not infringe upon any patent or other rights.
4.2 SKYPE, ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS, MAKE NO
REPRESENTATIONS, EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSUME NO
RESPONSIBILITIES WHATEVER WITH RESPECT TO DESIGN, DEVELOPMENT,
MANUFACTURE, USE, SALE OR OTHER DISPOSITION OF ANY LICENSED PRODUCTS.
4.3 YOU ASSUME THE ENTIRE RISK AS TO PERFORMANCE OF LICENSED PRODUCTS.
In no event shall Skype, its Affiliates, officers, employees and
agents, be responsible or liable for any direct, indirect, special,
incidental, or consequential damages or lost profits or other economic
loss or damage with respect to Licensed Products or your exercise of
any rights granted herein, regardless of legal or equitable theory.
The above limitations on liability apply even though Skype, its
Affiliates, officers, employees or agents may have been advised of the
possibility of such damage.
4.4 You agree not to make any statements, representations or
warranties whatsoever to any person or entity, or accept any
liabilities or responsibilities whatsoever from any person or entity
that are inconsistent with any disclaimer or limitation included in
this Section 4.
5.1 Skype may terminate this License Agreement and any rights granted
hereunder in the event that you or any of your Affiliates (i)
materially breaches any of the terms and conditions of this Agreement;
or (ii) asserts any patent or patent rights against Skype, its
Affiliates, or its or their successors or assigns.
5.2 Sections 1, 3, 4, 5.2, 6, and 7 will survive any termination or
expiration of this Agreement.
6. Governing Law
This License Agreement will be governed by and construed in accordance
with the laws of the State of California and the United States of
America, without regard to or application of conflicts of law rules or
principles. The United Nations Convention on Contracts for the
International Sale of Goods will not apply. Any dispute, controversy
or claim arising out of or relating to this License Agreement shall be
adjudicated in the state or federal courts located in Santa Clara
County, California, and you expressly consent to the exclusive
personal jurisdiction and venue therein. Notwithstanding the
foregoing, Skype shall have the right to seek injunction or any other
equitable or similar relief from any court of competent jurisdiction.
Any monetary award shall be payable in United States dollars.
You may not assign, novate or transfer this License Agreement or any
rights granted hereunder, by operation of law or otherwise, without
Skype's prior written consent, and any attempt by you to do so,
without such consent, will be void and of no effect. Skype may assign,
transfer or otherwise dispose of any rights or obligations under this
Agreement or novate this License Agreement to any third party. Except
as expressly set forth in this License Agreement, the exercise by
either party of any of its remedies under this License Agreement will
be without prejudice to its other remedies under this License
Agreement or otherwise. The failure by Skype to enforce any provision
of this License Agreement will not constitute a waiver of future
enforcement of that or any other provision. Any waiver, modification
or amendment of any provision of this License Agreement will be
effective only if in writing and signed by authorized representatives
of both parties. If any provision of this License Agreement is held to
be unenforceable or invalid, that provision will be enforced to the
maximum extent possible and the other provisions will remain in full
force and effect. This License Agreement is the complete and exclusive
understanding and agreement between the parties regarding its subject
matter, and supersedes all proposals, understandings or communications
between the parties, oral or written, regarding its subject matter,
unless you and Skype have executed a separate agreement.