操作編making, using, importing, offering for sale and selling or otherwisedistributing Authorized Product and only for use exclusively withsuch Authorized Product, and sublicense its rights granted in thisSection 3, including the right to grant further sublicenses. MIPSacknowledges and agrees that Licensee (or any third party) isXQGHU QR REOLJDWLRQ WR GHOLYHU /LFHQVHH &RGH 0RGL¿FDWLRQV UDWKHUthis license right is intended solely to provide a freedom to usesuch modifications when created independently by MIPS or anysublicensee thereof.4. OWNERSHIP AND PREVENTION OF MISUSE OF MIPSDELIVERABLES(a) This Agreement does not confer any rights of ownershipin or to the MIPS Deliverables to Licensee; Licensee doesnot acquire any rights, express or implied, in the MIPS'HOLYHUDEOHV RWKHU WKDQ WKRVH VSHFL¿HG LQ 6HFWLRQ DERYHLicensee agrees that all title and IP Rights in the MIPSDeliverables remain in MIPS (subject only, if and to theextent applicable, to the rights of a MIPS supplier withrespect to a particular MIPS Deliverable(s)). Licensee agreesthat it shall take all reasonable steps to prevent unauthorizedcopying of the MIPS Deliverables.(b) MIPS owns all right, title and interest in the YAMON Codeand other MIPS Deliverables (subject only, if and to theextent applicable, to the rights of a MIPS supplier withrespect to a particular MIPS Deliverable(s)). Licensee shallown all right, title and interest in the modifications andderivative works of the YAMON Code created by Licensee,subject to MIPS' rights in the underlying original YAMONCode as provided under this Agreement.(c) Licensee agrees to provide reasonable feedback toMIPS including, but not limited to, usability of the MIPSDeliverables. All feedback made by Licensee shall be theproperty of MIPS and may be used by MIPS for any purpose.(d) Licensee shall make all reasonable efforts to discontinuedistribution, copying and use of any MIPS Deliverables thatare replaced by a new, upgraded or updated version ofany such MIPS Deliverables, including distribution to anysublicensee of such new, upgraded or updated versions.(e) Licensee shall not make any statement of any kind or inDQ\ IRUPDW WKDW DQ\ 0,36 'HOLYHUDEOH LV FHUWL¿HG RU WKDW LWVperformance in connection with any product is warranted,LQGHPQL¿HG RU JXDUDQWHHG LQ DQ\ ZD\ E\ 0,36 RU DQ\ SDUW\on MIPS' behalf. (f) Neither YAMON, MIPS nor any othertrademark owned or licensed in by MIPS may be used byLicensee, any sublicensee thereof or any party on theirbehalf without prior written consent by MIPS, includingat MIPS' sole discretion a trademark license agreementpreapproved by MIPS.5. ASSIGNMENTLicensee may not assign or otherwise transfer any of its rights orobligations under this Agreement to any third party without MIPS'prior written consent, and any attempt to do so will be null andvoid. This prohibition against Licensee's assignment shall applyeven in the event of merger, re-organization, or when a third partypurchases all or substantially all of Licensee's assets. Subject tothe foregoing, this Agreement will be binding upon and will inure toWKH EHQH¿W RI WKH SDUWLHV DQG WKHLU UHVSHFWLYH SHUPLWWHG VXFFHVVRUVand assigns.6. LIMITATIONS OF MIPS' SUPPORT-RELATEDOBLIGATIONSThis Agreement does not entitle Licensee to hard-copydocumentation or to support, training or maintenance of anykind from MIPS, including documentary, technical, or telephoneassistance.7. TERM AND TERMINATION(a) This Agreement shall commence on the Effective Date. IfLicensee fails to perform or violates any obligation underthis Agreement, then upon thirty (30) days written noticeto Licensee specifying such default (the "Default Notice"),MIPS may terminate this Agreement without liability, unlessthe breach specified in the Default Notice has been curedwithin the thirty (30) day period. This 30-day period may beextended upon mutual, written consent between the parties.(b) Upon the termination of this Agreement due to Licensee'smaterial breach hereof, Licensee shall (1) immediatelydiscontinue use of the MIPS Deliverables, (2) promptlyreturn all MIPS Deliverables to MIPS, (3) destroy all copiesof MIPS Deliverables made by Licensee, and (4) destroyall copies of derivative works of MIPS Deliverables madeby Licensee while in breach of this Agreement. All licensesgranted hereunder shall terminate as of the effective date oftermination.(c) The rights and obligations under this Agreement which bytheir nature should survive termination, including but notlimited to Sections 3 - 16, will remain in effect after expirationor termination hereof. Subject to Licensee's compliance withthe surviving sections of this Agreement identified herein,any sublicenses rightfully granted and derivative worksrightfully developed pursuant to Section 2 shall survive thetermination of this Agreement.8. DISCLAIMER OF WARRANTIESTHE MIPS DELIVERABLES ARE PROVIDED "AS IS". MIPSMAKES NO WARRANTIES WITH REGARD TO ANY OF THEMIPS DELIVERABLES, AND EXPRESSLY DISCLAIMS ALLWARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORYOR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THEIMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,F I T N E S S F O R A PA RT I C U L A R P U R P O S E A N D N O N INFRINGEMENT OF THIRD PARTY RIGHTS.9. LIMITATION OF LIABILITY AND REMEDY(a) Licensee acknowledges the MIPS Deliverables are providedto Licensee only for the purpose set forth in Section 2.Licensee shall hold harmless and indemnify MIPS from anyand all actual or threatened liabilities, claims or defensesbased on the sublicensing, use, copying, installation,demonstration and/or modification of any of the MIPSDeliverables by Licensee, any sublicensee of Licenseeor any party on their behalf. Licensee shall have soleresponsibility for adequate protection and backup of anydata and/or equipment used with the MIPS Deliverables,and Licensee shall hold harmless and indemnify MIPSfrom any and all actual or threatened liabilities, claims anddefenses for lost data, re-run time, inaccurate output, workGHOD\V RU ORVW SUR¿WV UHVXOWLQJ IURP XVH DQGRU PRGL¿FDWLRQof the MIPS Deliverables, or any portion thereof, under thisAgreement. Licensee expressly acknowledges and agreesthat any research or development performed with respectto the MIPS Deliverables is done entirely at Licensee's ownrisk.(b) NEITHER PARTY SHALL BE LIABLE TO THE OTHERPARTY OR TO ANY THIRD PARTY FOR ANY DAMAGESINCLUDING, BUT NOT LIMITED TO, SPECIAL,CONSEQUENTIAL, PUNITIVE, INDIRECT, EXEMPLARYOR INCIDENTAL DAMAGES, WHETHER SUCH DAMAGESARISE UNDER A TORT, CONTRACT OR OTHER CLAIM,OR DAMAGES TO SYSTEMS, DATA OR SOFTWARE,EVEN IF SUCH PARTY HAS BEEN INFORMED OF THEPOSSIBILITY OF SUCH DAMAGES. THIS LIMITATIONON LIABILITY SHALL SURVIVE EVEN IF THE LIMITEDREMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIALPURPOSE. IN NO CASE WILL MIPS' LIABILITY FORDAMAGES UNDER THIS AGREEMENT EXCEED THEAMOUNTS RECEIVED BY MIPS AS FEES UNDER THISAGREEMENT.10. WAIVER; MODIFICATIONAny waiver of any right or default hereunder will be effective only inthe instance given and will not operate as or imply a waiver of any121料資
