Reference Designs and HomeKit™ source code Sample Clauses

Reference Designs and HomeKit™ source code. 1.3.1 Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement, Dialog hereby grants to Licensee, under Dialog’s (and Dialog’s licensors’) intellectual property rights embodied in the Reference Designs and HomeKit™ source code, the following non-exclusive, non-transferable, revocable (in accordance with the provisions hereof), royalty-free, fully paid-up, worldwide rights, without the right to sub-license (except as expressly permitted in this Agreement), and solely for the Permitted Use: a. to develop, at its own expense and risk, applications making use of the Reference Designs and HomeKit™ source code solely in relation to Dialog ICs and Authorized Host Devices; b. to modify the Sample Source Code related to the Reference Designs or HomeKit™ source code, to the extent necessary for customization of the applications, solely as limited by this Agreement and solely in relation to Dialog ICs and Authorized Host Devices; c. to manufacture or have manufactured Licensee’s products incorporating the developed applications into Dialog ICs, and market, sell and distribute such applications as integrated into Dialog ICs or Authorized Host Devices, on a worldwide basis to the end user, directly or indirectly; d. Licensee acknowledges and agrees that certain components of the Reference Designs and HomeKit™ source code may include third party software under an evaluation license, and that Licensee may be required to procure a commercial license from third parties in order to use such components in a Licensee product; e. In relation to HomeKit™ source code, Licensee agrees to comply with the MFi authorization procedure before being granted access rights to the HomeKit™ source code and Licensee furthermore agrees to only use the HomeKit™ source code for the limited purpose of developing products in accordance with the terms of a valid and in-effect MFi license; f. Licensee may distribute the Sample Source Code related to the Reference Designs (whether modified or unmodified), as a standalone product to Licensee’s Authorized Third Parties, on the same terms as those set forth in section 1.1.1
Sample 1
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Related to Reference Designs and HomeKit™ source code

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Definitions For purposes of this Agreement:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

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