HDMI 1.3a Click Agreement
NOTE: By downloading HDMI specification and technical information, you agree to comply with all export control regulations and to obtain any required authorizations to export, re-export or import HDMI software or technical information. You agree to not export or re-export software or technical information to embargoed or otherwise restricted countries, end-users, or end-uses. You agree to not use HDMI products or technical information for prohibited nuclear, missile, or chemical biological weaponry end uses. For further information, please consult the Bureau of Industry and Security (www.bis.doc.gov).
IMPORTANT - READ CAREFULLY.
THIS AGREEMENT (THE "AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU ON BEHALF OF YOURSELF AND, IF YOU ARE USING THE SPECIFICATION IN A PROFESSIONAL CAPACITY, YOUR EMPLOYER (COLLECTIVELY "RECIPIENT" OR "YOU"), AND HDMI LICENSING ADMINISTRATOR, INC. ("AGENT") ACTING AS AGENT FOR THE HDMI FOUNDERS. BY CLICKING ON THE "I AGREE" BUTTON, OR BY OTHERWISE DOWNLOADING OR USING THE SPECIFICATION (DEFINED BELOW), YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
IF APPLICABLE AS SET FORTH ABOVE, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON YOUR EMPLOYER'S BEHALF.
IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT DOWNLOAD, OR MUST CEASE ANY DOWNLOAD IN PROGRESS AND/OR USE OF THE SPECIFICATION, AND PROMPTLY DESTROY ANY COPIES OF THE SPECIFICATION IN YOUR POSSESSION (EXCEPT TO THE EXTENT SUCH COPIES ARE OTHERWISE LICENSED TO YOU BY A WRITTEN AGREEMENT WITH AGENT).
The HDMI Founders (comprising Maxell, Ltd., Panasonic Corporation, Koninklijke Philips Electronics N.V., Lattice Semiconductor Corporation, Inc., Sony Corporation, Technicolor, S.A., and Toshiba Corporation) have developed the High-Definition Multimedia Interface Specification Version 1.0, and any subsequent versions made available to you via this webpage (collectively the "Specification"), and, subject to this Agreement, Recipient desires the Agent, and the Agent is willing to provide this Specification to Recipient for use solely for the Authorized Purpose (as defined below). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
License and Title.
During the term of this Agreement, the Agent hereby grants Recipient a limited, non-exclusive, non-transferable, non-sublicensable license to use the Specification solely to evaluate and discuss the Specification to determine whether to obtain an additional license under the Specification. To obtain a full production license you must execute a written Adopter Agreement with the Agent. No other rights or license, express or implied, are granted. All right, title and interest in and to the Specification is and shall remain the sole and exclusive property of the HDMI Founders and their licensors.
You acknowledge and agree that the trademarks used by Agent ("Trademarks") are owned by Agent, and that any and all goodwill and other proprietary rights that are created by or that result from any use of a Trademark by You and Your affiliates and subsidiaries inure solely to the benefit of Agent. You shall at no time contest or aid in contesting the validity or ownership of any Trademark or take any action in derogation of Agent's rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any Trademark. If at any time You acquire any rights in, or trademark registrations or applications for, the Trademarks or any other mark similar thereto, by operation of law or otherwise in any country or jurisdiction, You will immediately notify Agent and, upon request of Agent, and at Your expense, assign such rights, registrations, or applications to Agent, along with any and all associated goodwill. Disclaimer of Warranties
THE SPECIFICATION PORTION AND ALL INFORMATION, MATERIALS, TRADEMARKS, SERVICES, AND OTHER ITEMS PROVIDED BY AGENT AND/OR ANY FOUNDER HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. ALL WARRANTIES (EXPRESS, IMPLIED AND STATUTORY), INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE HEREBY EXPRESSLY DISCLAIMED. AGENT AND THE FOUNDERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO INTEROPERABILITY, FUNCTIONALITY, RELIABILITY AND/OR SECURITY.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENT AND/OR THE HDMI FOUNDERS BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOST DATA, THIRD PARTY CLAIMS, OR ANY DIRECT, SPECIAL, INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE CUMULATIVE LIABILITY OF AGENT AND/OR THE HDMI FOUNDERS FOR ALL CLAIMS (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) RELATED TO THIS AGREEMENT, THE SPECIFICATION PORTION, ANY SUBJECT OF THIS AGREEMENT AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED BY AGENT AND/OR THE HDMI FOUNDERS SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU FOR THE SPECIFICATION PORTION, INFORMATION, MATERIALS AND/OR SERVICES AT ISSUE. YOU AGREE THAT SUCH AMOUNT IS SUFFICIENT TO SATISFY THE ESSENTIAL PURPOSE OF THIS AGREEMENT AND THAT SUCH A LIABILITY IS A FAIR AND REASONABLE ESTIMATE OF ANY LOSS AND DAMAGE THAT MAY BE CAUSED BY COMPANY AND THE HDMI FOUNDERS.
THE PRICE OF THE SPECIFICATION PORTION, MATERIALS, INFORMATION AND SERVICES PROVIDED REFLECT THIS ALLOCATION OF RISK AND YOU AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL ELEMENT OF THIS AGREEMENT, WITHOUT WHICH COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
IN THE EVENT THAT THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE HELD NOT TO APPLY, THE LIABILITY AGENT AND THE HDMI FOUNDERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
The term of this Agreement is one year. Agent in its sole discretion may terminate or extend this Agreement at any time and without prior notice. Upon expiration or termination of this Agreement, You shall immediately destroy and cease all use of the Specification Portion and all materials and information related to the Specification Portion.
Jurisdiction, Venue, Relief, and Assignment.
This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to or application of conflicts of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and any other similar convention shall not apply. Any legal action relating to this Agreement or its subject matter will be brought solely in the federal or state courts of the Northern District of California, and You hereby irrevocably consent to the exclusive jurisdiction and venue thereof. You may not assign this Agreement nor Your participation in the Program.
If Agent permits any use of the Specification by Your subsidiaries and/or affiliates, such use shall comply with the terms and conditions of this Agreement, and You are responsible for any violation of these terms and conditions by Your affiliates and subsidiaries as though You committed such violation. You agree that Your, or Your subsidiaries' or affiliates', violation or threatened violation of these terms and conditions will cause the Agent and The HDMI Founders to suffer irreparable harm and agree that Agent and The HDMI Founders will therefore be entitled to injunctive and other equitable relief to enforce this Agreement. You and Your affiliates and subsidiaries are solely responsible for any products and services sold by You and for any obligations to Your customers. You agree to indemnify and hold Agent and The HDMI Founders harmless against all claims, loss, liability, damages and expenses (including attorneys' fees) incurred by Agent and The HDMI Founders as a result of the products and services sold by You and/or Your failure to meet obligations to Your customers.
You will not export, re-export or transfer any of Agent's or The HDMI Founders’ products, software, technology, technical information or services (all collectively referred to in this paragraph as “Technology”), in violation of the applicable laws and regulations of the United States and of any other country where You obtain such items from Agent or The HDMI Founders. In addition to the above, the Technology shall not, in the absence of authorization by U.S. and local law and regulations, as required, be used by or exported or re-exported (i) to any U.S. sanctioned or embargoed country, or to foreign nationals or residents of such countries; or (ii) to any person, entity, organization or other party identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List, as published and revised from time to time; or (iii) to any party engaged in nuclear, chemical/biological weapons, or missile proliferation activities; or (iv) for use in the design, development or production of rocket systems or unmanned air vehicles. Further, You represent that You and Your employees, contractors, affiliates and subsidiaries (and their employees and contractors) are not persons, entities, organizations or other parties identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List, as published and revised from time to time.
Complete Understanding; General.
This Agreement is the complete and exclusive agreement between You and Agent with respect to the subject matter hereof and supersedes all previous and contemporaneous communications, written or oral, with respect to such subject matter. This Agreement may not be modified or superseded except by a fully executed written agreement by You and Agent. The relationship between the parties is that of independent contractors. The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder. No choice of any remedy shall constitute an election of remedies hereunder. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible in conformance with the intent of the parties, and the other provisions of this Agreement will remain in force.