Effective October 1, 2012, QUALCOMM Incorporated completed a corporate reorganization in which the assets of certain of its businesses and groups, as well as the stock of certain of its direct and indirect subsidiaries, were contributed to Qualcomm Technologies, Inc. (QTI), a wholly-owned subsidiary of QUALCOMM Incorporated. Learn more about these changes

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Raptor Evaluation Kit

By clicking the Submit button below or otherwise submitting the information in this form, you are requesting access to the RaptorQ Evaluation Kit and you agree to the Product Evaluation and Loan Agreement on behalf of yourself and the company listed below. You also agree that the information you are submitting is accurate, that you are authorized to agree to these terms on behalf of yourself and the company listed below, and that Qualcomm and its affiliates may contact you in connection with your request.


Product Evaluation and Loan Agreement

This Product Evaluation and Loan Agreement (this “Agreement”) is an agreement between you and your company (collectively, “Borrower”), on the one hand, and Qualcomm Technologies, Inc. (“Qualcomm”), on the other hand, concerning Borrower's trial of Qualcomm's Raptor Q Evaluation Kit (the "Product"). Borrower and Qualcomm are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.” Qualcomm reserves the right in its sole discretion to determine whether to loan the Product to Borrower. If Qualcomm selects Borrower to receive the Product, then the following terms apply:

  1. SCOPE OF USE.
    Qualcomm will loan Borrower the Product in accordance with the terms and conditions contained in this Agreement. Qualcomm is loaning the Product to Borrower for evaluation purposes only to enable Borrower to determine if Qualcomm’s Digital Fountain RaptorQ codes meet Borrower’s technical requirements (hereinafter, the “Purpose”) and, without limiting the foregoing, not for any marketing or distribution to third parties or for modification or combination with other products (including without limitation software). Borrower shall not use the Product for any other application, use or purpose, without the advanced written consent of Qualcomm.
  2. PRODUCT COPYRIGHT LICENSE; RESTRICTIONS.
    (a)Subject to and conditioned upon Borrower’s compliance with the terms and conditions of this Agreement, Qualcomm grants to Borrower a royalty-free, non-exclusive, non-transferable, nonsublicensable, limited, revocable copyright license to display and perform the Product during the Loan Period solely internally within Borrower’s organization and solely for the Purpose set forth in Section 1. Such license forbids Borrower from, and Borrower agrees that it will not, decompile, reverse engineer or otherwise alter, remove or transfer the Product to any third party or use the Product in violation of this Agreement. Qualcomm retains all right, title, and interest to the Product. (b)Notwithstanding any other provision in this Agreement (including, without limitation, the limited copyright rights granted by Qualcomm to Borrower in Section 2(a) above and the delivery of the Product to Borrower), nothing in this Agreement grants or shall be deemed or construed to grant to Borrower, either expressly, by implication, or by way of estoppel or otherwise, any right, license, authority to infringe, or immunity from infringement liability under (i) any of Qualcomm’s or Qualcomm’s affiliates’ patents, including, without limitation, any patents covering or relating to the Product or wireless telecommunications technology, such as CDMA, WCDMA, OFDMA, OFDM, etc., or (ii) any non-patent intellectual property rights of Qualcomm or any of its affiliates covering or relating to (a) any product or invention other than those items included in the Product or (b) any combination of the Product with any other product or invention. Borrower acknowledges and agrees that the foregoing exclusion of patent rights from the scope of the rights that are expressly granted to Borrower in this Agreement is not in derogation of such expressly granted rights, and that Borrower has received the full benefit of its bargain notwithstanding such exclusion. (c) Borrower warrants that its use of the Product shall not cause the Product or any portion thereof to be subject to all or part of any Open Source Software (as defined herein) license obligations, including, but not limited to, the obligation to disclose the source code of the Product. For the purposes of this Section 2(c), “Open Source Software” shall mean any software that either (i) is or may be subject to the General Public License, Lesser General Public License, Mozilla Public License, or other license that does or may subject the Product or the software/work resulting from the combination of such open source software with the Product, to attribution, access, or free or compulsory license obligations, or (ii) is or may jeopardize the confidential and proprietary nature of the Product or any additional Qualcomm technology (if any) that may be provided under this Agreement.
  3. LOAN PERIOD.
    Borrower shall have the right to keep the Product subject to the terms of this Agreement for up to six (6) months beginning on the date the Product is requested by Borrower (“Loan Period”). Qualcomm may in its discretion agree to extend the Loan Period by written amendment to this Agreement. Qualcomm may terminate the license at any time in Qualcomm's discretion, and in such event, Borrower shall cease any and all use of the Product. Should Borrower breach, or otherwise fail to perform any of its obligations under the terms of this Agreement, then Qualcomm may exercise any and all remedies at law and equity.
  4. NO SUPPORT.
    No technical support, maintenance, or upgrades are included with this Agreement. Borrower may contact Qualcomm Support (e-mail raptor-info@qti.qualcomm.com) with any technical questions. Qualcomm cannot respond to all questions but when responses are provided they generally are sent during Qualcomm’s normal business hours (Monday through Friday, from 8:00 AM to 5:00 PM Pacific Time).
  5. EVALUATION AND RESULTS.
    If Borrower creates any written evaluations or test reports regarding the Product (hereinafter, “Test Reports”), no disclosure of such Test Reports shall be made to third parties without Qualcomm's prior written consent.
  6. SUGGESTIONS AND IMPROVEMENTS.
    If you have any ideas, suggestions, documents or proposals ("Feedback"), you may (but are not obligated to) send that Feedback to us. By sending us Feedback, you agree that (i) the Feedback does not contain confidential or proprietary information of Borrower or of any third party, (ii) Qualcomm is under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) Qualcomm may have something similar to the Feedback already under consideration or in development, and (iv) Borrower grants Qualcomm an irrevocable, non-exclusive, royalty-free, perpetual, worldwide right and license to use, modify, publish, distribute, create derivative works of and sublicense the Feedback.
  7. DELIVERY.
    Qualcomm will either ship the Product FOB destination to Borrower's facility or enable Borrower to obtain the Product via download from the Internet as directed by Qualcomm. Shipping charges, if any, will be paid by Qualcomm. 8. CONFIDENTIALITY AND PROPRIETARY RIGHTS. BORROWER ACKNOWLEDGES THAT THE PRODUCT AND ANY INFORMATION PROVIDED WITH THE PRODUCT (COLLECTIVELY THE “INFORMATION”) ARE QUALCOMM'S CONFIDENTIAL AND PROPRIETARY INFORMATION, WHETHER OR NOT SO IDENTIFIED, AND BORROWER AGREES TO HOLD ANY AND ALL CONFIDENTIAL AND PROPRIETARY INFORMATION IN STRICT CONFIDENCE. BORROWER SHALL NOT DUPLICATE OR DISCLOSE TO ANY THIRD PARTY ANY SUCH INFORMATION UNLESS APPROVED IN WRITING BY QUALCOMM. BORROWER SHALL ENSURE THAT ANY OF ITS EMPLOYEES OR OTHERS TO WHOM IT GIVES ACCESS TO THE INFORMATION UNDER THE TERMS OF THIS AGREEMENT HAS EXECUTED A WRITTEN AGREEMENT WITH BORROWER OBLIGATING SUCH INDIVIDUALS TO COMPLY WITH THE OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN THIS SECTION 8. THE TERMS OF THIS AGREEMENT ARE IN ADDITION TO THE TERMS OF ANY NONDISCLOSURE AGREEMENT IN EFFECT BETWEEN QUALCOMM AND BORROWER, AND IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF SUCH AGREEMENTS, THOSE TERMS THAT ARE MOST PROTECTIVE OF THE INFORMATION SHALL PREVAIL.
  8. UNLAWFUL USE OF PRODUCT.
    Borrower shall not use the Product for any purpose or in any manner which, directly or indirectly, violates the law or aids any unlawful act or undertaking.
  9. INDEMNIFICATION.
    Borrower shall indemnify, defend and hold Qualcomm and its affiliates, officers, directors, employees, and assigns harmless, at Borrower's expense, from and against any and all damages, losses, claims, actions, obligations, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from this Agreement and use of the Product.
  10. EXPORT ASSURANCE COMPLIANCE.
    Borrower acknowledges that all Product, proprietary data, know-how, software or other data or information (herein referred to as “Materials”) obtained from Qualcomm are subject to the United States U.S. Government export control laws, which may restrict or prohibit their export, re-export, or transfer. U.S. Government restrictions are implemented principally through the Export Administration Regulations (“EAR”, 15 C.F.R. §§ 730 et seq., available at http://www.bis.doc.gov/) administered by the Department of Commerce, Bureau of Industry and Security and the Foreign Asset Control Regulations administered by the Department of Treasury, Office of Foreign Assets Control (“OFAC”, 30 C.F.R. Part 500 et. seq., available at http://www.treas.gov/offices/enforcement/ofac/). Borrower agrees that neither it nor its subsidiaries or affiliates will directly or indirectly export, re-export, transfer, or release, or cause to be exported, re-exported, transferred, or released (herein referred to as “export”), any such Materials or any direct product thereof to any destination or entity prohibited or restricted under U.S. law including but not limited to U.S. Government embargoed or sanctioned countries, entities, or nationals thereof, unless it shall obtain prior to export an authorization from the applicable U.S. Government agency either in writing or as provided by applicable regulation. The U.S. Government maintains embargoes or sanctions against the countries listed in the EAR, Country Groups E:1/2 to Part 740, Supplement 1. This list is amended by the U.S. Government from time to time and all such amendments shall be applicable to this Agreement. Unless otherwise authorized by U.S. export control laws or by applicable authorization from the proper U.S. Government agency, Borrower further agrees that no Materials received from Qualcomm will be directly or indirectly employed in missile technology, sensitive nuclear, or chemical biological weapons end uses or in any manner transferred to any Party for any such end use. Furthermore, Borrower agrees not to export Materials listed in EAR Supplement No. 2 to Part 744 for military end-uses in the People’s Republic of China as defined in the EAR Part 744.21. Borrower also agrees to comply with all trade laws applicable in other country jurisdictions as they pertain to import, use, export or distribution. The terms of this Export Compliance Assurance shall survive and continue in effect upon expiration or termination of this contract.
  11. PURGE FROM SYSTEMS.
    Within ten (10) days after the expiration or termination of the Loan Period, Borrower shall remove and purge the Product from any and all of its systems, hard drives, laptops, and back-up systems and send Qualcomm support an e-mail (raptor-info@qti.qualcomm.com) representing that the Product has been returned or completely removed from all systems.
  12. NO WARRANTY.
    THE PRODUCT IS PROVIDED “AS IS” AND QUALCOMM AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT OR ANY SERVICES UNDER THIS AGREEMENT, AND EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, AND ANY EXPRESS OR IMPLIED WARRANTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUALCOMM OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. BORROWER ASSUMES ALL RISK OF PERFORMANCE OF THE PRODUCT AND ANY SERVICES.
  13. LIMITATION OF LIABILITY.
    IN NO EVENT SHALL QUALCOMM OR ITS LICENSORS BE LIABLE TO BORROWER FOR ANY DAMAGES OF ANY KIND RELATED TO THE PRODUCT OR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING OUT OF THE USE, PARTIAL USE, OR INABILITY TO USE THE PRODUCT OR SERVICES, OR RELIANCE ON THE PRODUCT OR SERVICES. IN NO EVENT SHALL QUALCOMM OR ITS LICENSORS BE LIABLE TO BORROWER FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF QUALCOMM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QUALCOMM SHALL NOT BE LIABLE FOR ANY CLAIM BY ANY THIRD PARTY OR BY BORROWER IN CONNECTION WITH THIS AGREEMENT, AND BORROWER SHALL HOLD QUALCOMM HARMLESS AGAINST ANY AND ALL THIRD PARTY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT.
  14. APPLICABLE LAW.
    The interpretation, validity, and enforcement of this Agreement shall be governed by the laws of the State of California, excluding the U.N. Convention on Contracts for the International Sale of Goods, and without regard to conflict of laws principles. All disputes arising in connection therewith shall be heard only by a court of competent jurisdiction in San Diego County, California, and Borrower expressly consents to the personal jurisdiction and venue of such courts for purposes of any such dispute.
  15. ASSIGNABILITY.
    Neither this Agreement, nor any rights, duties, or interest herein, shall be assigned, transferred, distributed, sublicensed, subcontracted, or pledged by Borrower without Qualcomm's prior written consent.
  16. AGREEMENT.
    This Agreement and any nondisclosure agreement in effect between Qualcomm and Borrower contain the entire agreement, understanding, and representations between the Parties with respect to the subject matter hereof, and Borrower acknowledges and agrees that in entering into this Agreement, Borrower did not rely on any representations or warranties other than those set forth herein. This Agreement and any nondisclosure agreement in effect between Qualcomm and Borrower supersede all prior agreements, understandings, discussions, and representations concerning the subject matter of this Agreement. No additions or modifications to this Agreement shall be effective unless in writing and signed by the Parties hereto. If any of the provisions of this Agreement is determined to be invalid, illegal, or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
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