Please read through the terms & conditions of the SILK Patent License and complete the agreement form below.
Last Updated: December 6, 2010
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 SILK CODEC.
1. Definitions
"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 Software.
"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 http://developer.skype.com/silk.
"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 License Agreement.
"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. Non-Assert
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. Termination
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.
7. General
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.
If you wish to accept the SILK Patent License, fill out the below form and click "I Agree".