Andes Download Agreement
This Andes OSDK Documentations Download Agreement ("Agreement") is between you (both the individual and any single legal entity for which the individual is acting for downloading the "Andes OSDK Documentations") and Andes Technology Corporation ("Andes"). Taking any step to download or use any portion of this "Andes OSDK Documentations" (hereinafter referred to as "Documentations") means that you accept all of the following terms of this agreement as well as the terms found on the Legal Notices page in the Documentations. Permission to download and/or use the documentations is expressly conditioned on the following these terms. Written or electronic approval is not required to make this agreement valid and enforceable. If you do not agree to all of the terms of this agreement, you are not authorized to use the Documentations and must stop downloading the Documentations. 1. DEFINITIONS "Documentations" include the following documents: Andes Programming Guide, AndeStar Instruction Set Architecture Manual, and Andes OSDK Developer's Guide. 2. THE INTELLECTUAL PROPERTY RIGHTS 2.1 The Documentations belong to Andes, containing copyright and information which are protected by intellectual property Laws and other regulations; and 2.2 Andes owns all rights, titles and interest in and to the Documentations, including all Intellectual Property Rights therein and thereto without limitation. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, any and all other property rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter, in force and effect worldwide. 2.3 Andes has no obligation to provide support, maintenance, upgrades, modifications or new releases for the Documentations under this Agreement. 3. RESTRICTION 3.1 You agree to use the Documentations for your personal purpose, not for any other intentions. 3.2 You agree that you will not, nor will allow any third party to do the following actions, included but not limited to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from the Documentations, except as expressly permitted by this Agreement, (ii) remove, obscure or alter Andes' copyright notices, trademarks or other property rights notices affixed to, contained within or accessed in conjunction with or through the Documentations. 3.3 You may not, nor may you allow others to copy, distribute, display, modify or otherwise use the content without Andes' written permission. 4. WARRANTY DISCLAIMER 4.1 The Documentations are provided "as is" without any representations or warranties, and you agree to use them at your sole risk. 4.2 Andes makes no warranty (i) of the correctness and consistence, (ii) that any errors in the Documentations will be corrected. 4.3 Documentations are subject to change and update from time to time without notice. 4.4 No advice or information, whether oral or written, obtained by you from Andes or through the Documentations shall create any warranty not expressly stated in these terms and conditions. 5. LIMITATION OF LIABILITY In no event shall Andes, its officers, directors, employees, partners, or suppliers be liable to you or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including but not limited to those resulting from loss of use, data or profits, whether or not foreseeable or if Andes has been advised of the possibility of such damages, or based on any theory of liability. 6. DAMAGES AND REMEDIES FOR BREACH 6.1 You agree that any breach of this Agreement's restrictions would cause Andes irreparable harm for which money damages alone would be inadequate. 6.2 You agree that Andes may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement. 7. TERMINATION This Agreement is effective until terminated. Andes may terminate this Agreement at any time upon your breach of any provision. If this Agreement is terminated, you should stop using the Documentations, permanently delete them from the equipment where they exist, and destroy all copies. Section 2, 3, 4, 5, 6, 7, 8 and 9 will continue in effect after this Agreement's termination. 8. INDEMNITY AND LIABILITY You agree to indemnify and hold Andes and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Documentations, your violation of this Agreement, or your violation of any rights of another, including any intellectual property Laws and other regulations. 9. GENERAL TERMS 9.1 This Agreement and all matters relating to your use of the Documentations shall be governed by the laws of Taiwan (R.O.C.), without regard to conflict of laws principles thereof. You agree that any claim or dispute you may have against Andes must be resolved by Taipei District Court, Taiwan (R.O.C.), except as otherwise agreed by Andes' written permission. 9.2 In no event will Andes be liable in connection with this Agreement or its subject matter, under any theory of liability, for any indirect, incidental, special, consequential or punitive damages, or damages for lost profits, revenue, business, savings, data, use, or cost of substitute procurement, even if advised of the possibility of such damages or if such damages are foreseeable. In no event, will Andes be liable for the damages since the Documentations is downloaded for free. 9.3 If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, that provision will be enforced to the extent possible or, if incapable of enforcement, deemed to be severed and deleted from this Agreement, and the remainder will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not waive any other or subsequent default or breach. 9.4 You may not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any rights or obligations under it, whether voluntarily or involuntarily, by operation of law or otherwise, without Andes' prior written consent.