CAREFULLY READ ALL OF THE TERMS
AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT BEFORE YOU USE
[SpeedTouch USB FIRMWARE].
THIS SOFTWARE LICENSE AGREEMENT
(THIS "AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN THE DEVELOPER
OF THE SOFTWARE (THE "DEVELOPER") AND THOMSON MULTIMEDIA BROADBAND
BELGIUM N.V. ("THOMSON"). BY USING OR INSTALLING THE SOFTWARE (AS
UPDATED BY THOMSON FROM TIME TO TIME, THE "SOFTWARE") THE DEVELOPER
IS ACCEPTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS
1. Grant of License.
The Software and all accompanying documentation, including but not
limited to the Interface Specification (the "Documentation) are
licensed to the Developer under the terms and conditions set forth
in this Agreement. Subject to such terms and conditions, Thomson
hereby grants to the Developer a non-exclusive, nontransferable
right to use the Software and the Documentation solely in combination
with Thomson's line of SpeedTouch USB ADSL modem products; which
are rightfully acquired and/or used by the Developer (Licensee).
2. Limitations on
Use. The Developer will not modify or translate the Software
or the Documentation without the prior written consent of Thomson.
The Developer will not reverse engineer, decompile, disassemble
or otherwise attempt to recreate the source code of the Software.
The Developer will not separate from the Software any of the component
parts of the Software.
3. Limitations on Duplication.
The Developer will not make any copies of the Software or the Documentation;
provided, however, that the Developer may make one complete copy
of the Software or the Documentation solely for backup purposes
if such copy of the Software or Documentation contains the notation
"Copyright Thomson". The Developer will not print any on-line or
electronic documentation other than solely for developing, servicing,
operating or training purposes.
4. Limitations on Transfer.
The Developer will not sell, rent, lease or otherwise transfer any
or all of the Software, the Documentation or any copies thereof,
without the prior written consent of Thomson. The Developer will
not sublicense, assign, delegate, rent, lease or otherwise transfer
any or all of its rights under this Agreement.
5. Ownership and
Copyright. The Developer has not acquired, by virtue of this
Agreement, any right of ownership in or to the Software, the Documentation
or any related patent, copyright, trademark or other intellectual
property right. By virtue of this Agreement, the Developer has acquired
a right of ownership solely in and to the physical media on which
the Software and the Documentation are recorded or fixed. Thomson,
its licensors and their respective licensors retain all right, title
and interest in and to the Software, the Documentation and any and
all copies thereof, except for the rights expressly granted to the
Developer pursuant to this Agreement and as may be granted by Thomson
from time to time. Such right, title and interest of Thomson is,
and such right, title and interest of Thomson's licensors and their
respective licensors may be, protected by applicable copyright laws
and international treaties.
6. Term and Termination.
The term of this Agreement commences upon the first use by the Developer
of the Software and expires upon the termination of this Agreement
which shall automatically occur in case the Licensee stops using
the SpeedTouch USB ADSL modem products. If the Developer fails
to comply with any of the terms and conditions set forth in this
Agreement, then (a) this Agreement will automatically terminate,
(b) in the event of such termination, the Developer will (i) destroy
or permanently erase the Software and any and all copies thereof
and (ii) destroy the Documentation and any and all copies thereof,
and (c) Thomson may exercise any or all remedies available to it
under applicable laws. In addition, the Developer may terminate
this Agreement at any time by (a) destroying or permanently erasing
the Software and any and all copies thereof and (b) destroying the
Documentation and any and all copies thereof.
7. NO WARRANTIES. THE
SOFTWARE IS MADE AVAILABLE TO THE DEVELOPER ON AN "AS IS" BASIS
WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions may not
permit the exclusion of implied warranties; so the above exclusion
may not apply to the Developer. The Developer may have other rights
that vary from jurisdiction to jurisdiction. Thomson may from time
to time, in its sole discretion, make available to the Developer,
with or without charge, updates to the Software or the Documentation.
No such action will create any warranty obligation on the part of
8. LIMITATION OF
REMEDIES. IN NO EVENT WILL THOMSON, ITS LICENSORS OR THEIR RESPECTIVE
LICENSORS BE LIABLE FOR ANY DAMAGES OR OTHER RELIEF WHATSOEVER ARISING
OUT OF DEVELOPER'S USE OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION,
INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OR LOST
OPPORTUNITY OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY
DAMAGES OR LEGAL FEES ARISING OUT OF SUCH USE OR INABILITY TO USE
THE SOFTWARE, EVEN IF THOMSON, ITS LICENSORS OR THEIR RESPECTIVE
LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions may not permit the exclusion or limitation of
incidental or consequential damages; so the above exclusion or limitation
may not apply to the Developer.
9. Governing Law.
This Agreement will be governed by and construed in accordance
with the laws of Belgium, without giving effect to the conflicts
of laws principles thereof.
10. Other Terms.
Additional or different terms and conditions may be applicable to
the Developer if so agreed in writing by the vendor of the Software,
Thomson, its licensors and/or their respective licensors.