Responsible AI License

In these Web Site Terms of Use ("TOU"), we, Qualcomm Incorporated and our subsidiaries ("Qualcomm"), set forth the terms under which and you (as an individual) or, where applicable, the legal entity that you represent (“you”, “You”, “your” or “Your”) including www.qualcomm.com and other web sites that we operate and on which we post a direct link to these TOU (collectively, the "Site"). By using the Site, you are agreeing to these TOU. If you do not agree to these TOU, you may not and should not use the Site.

1. Applicable Agreement(s). Your access to and use of the materials available on the Site (including but not limited to CreatePoint, Qualcomm ChipCode Software, and Cases websites) may be subject to the terms and conditions of a corresponding agreement(s) in place between you and Qualcomm Technologies, Inc. or an affiliated company, including but not limited to Qualcomm Technologies International, Ltd. Your access to and use of the materials available on the Site shall not modify or abrogate your obligations under any other agreement with Qualcomm Technologies, Inc. or an affiliated company, including but not limited to Qualcomm Technologies International, Ltd. Nothing in the materials available on the Site is an offer to sell any of the components or devices referenced herein. Unauthorized access to or use of such materials is prohibited.

2. Copyright Notice and Use of the Site. The Site contains copyrighted material, trademarks, and other proprietary information, including comments, articles, information, brochures, data, text, software, photos, videos and graphics. The contents of the Site are subject to copyrights owned by Qualcomm and other individuals or entities and are protected by United States and international copyright laws. Except as otherwise provided in a written Agreement between you and Qualcomm, you may not modify, copy, reproduce, republish, upload, post, transmit, transfer, or distribute in any way any of the contents of this Site. You may not distribute copies of materials found on the Site in any form (including by e-mail or other electronic means), without prior written permission from Qualcomm. You may, however, download content from this Site solely for your personal, non-commercial use (except as may otherwise be provided in the Qualcomm AI Model Hub Services Agreement below, or any other agreement between you and Qualcomm), provided you keep intact all copyright and other legal and proprietary notices. To make a complaint about a copyright violation on the Site, see Section 8 below.

3. Links. This Site may contain links to third party web sites which are controlled and operated by third parties. Your use of each third-party web site is subject to the terms of use and other guidelines, if any, contained within the relevant web site. You agree to review and accept such terms of use prior to using such third-party web sites.

4. Qualcomm makes no representations whatsoever about any third-party web site which you may access through the Site. When you access a third-party web site, you agree that it is independent from Qualcomm, that any content you retrieve from that web site is not distributed by Qualcomm, and that Qualcomm has no control over any content on that web site. In addition, a link to a third-party web site does not mean that Qualcomm accepts any responsibility for the content, or the use, of such web site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojans and other items of a destructive nature.

5. Additional Terms for Forums, Blogs, and Other Social Media.
   Our Site may provide one or more forums, blogs, or other interactive or social media features ("Forums") for visitors to our Site to exchange information with each other and with Qualcomm about our products and services (the "Purpose"). If you use the Forums, in addition to any other terms we may require when you register to use the Forums or otherwise posted at or on the Forums, you agree to and acknowledge the following:

   1. Restrictions. You agree not to use the Forums for any reason other than the Purpose. The material on the Forums is protected by international copyright and trademark laws. Except as permitted through a “Share” function which we may provide on the Forums (or with our express written permission), you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any material from the Forums including any code or software we may provide.

   2. Postings Not Necessarily the Opinion of Qualcomm. Some of the individuals posting to Forums work for Qualcomm; however, opinions expressed on Forums and in any corresponding comments are the personal opinions of the original authors, and do not necessarily reflect the views of Qualcomm.

   3. Postings. Although we may attempt to keep objectionable messages off the Site, it is impossible for us to review all messages. All messages express the views of the author, and Qualcomm will not be held responsible for any message or associated content. You take full responsibility for any and all messages and associated content you post to the Forums or exchange through the Forums.If you post any messages, upload files, input data, or engage in any other form of communication through the Forums (a “Posting”), you represent and warrant the following: (i) you own all right, title, and interest in and to the Posting, or you have been granted sufficient rights in and to the Posting allowing you to post such Posting, (ii) you will not post any messages or other materials that are obscene, vulgar, sexually-orientated, hateful, threatening, or otherwise violate any laws, (iii) you must not breach obligations of confidentiality that you owe to another party either in posting or using a Posting, (iv) any Postings you make to the Site do not infringe any third party copyright, trade marks, any other intellectual property rights or any applicable law and (v) you will indemnify us and our affiliates, partners, licensors, service providers, content providers, and their and our directors, officers, employees and agents against all claims, losses, liabilities, costs, damages and expenses incurred by us or them due to any breach by you of this TOU or your use of the Forums. For the purposes of this section, references to “your use” of the Forums shall be deemed to include any use by a third party where such third party accesses the Forums using your computer.

   4. Third-Party Contributions. The Forums may include contributions from various sources over which Qualcomm has no control (including any content submitted by third party users). Qualcomm does not pre-screen or exercise editorial control over any Postings, and takes no responsibility for any Postings. Qualcomm reserves the right to edit or remove Postings at any time and in its sole discretion, including those that are in breach of this TOU or in breach of any obligation of confidentiality you owe Qualcomm, infringe or are alleged to infringe the intellectual property rights of any third party, or are defamatory, or otherwise are not relevant to the Forums and Qualcomm will not be liable in relation to the removal of, or failure to remove, any Postings.

   5. Messages to Registered Users. Our Forums may allow you to send messages directly to other Forum users who have made their contact information available for receiving such messages. You agree to only send messages to other Forum users for the purpose of exchanging information about the Purpose and any other use of the ability to send messages to other Forum users is strictly prohibited. Moreover, you shall not use the contact information made available through the Forum for any of the following: (i) to send unsolicited commercial email (i.e., spam) or any other type of unsolicited commercial message, or (ii) to send any message that is vulgar, sexually-orientated, hateful, threatening, or otherwise violates any laws.

   6. License. By adding a Posting to the Forum, you grant Qualcomm a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to: (i) post, use, copy, sublicense, adapt, transmit, publicly perform or display any such Posting, (ii) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, host, communicate, make available and publish your Posting without restriction, (iii) make, use, sell, offer for sale, and import products implementing any invention or functionality reflected in your Posting, and (iv) sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the Posting. The foregoing grants shall include the right to exploit any ideas, concepts, intellectual property, or proprietary rights in such Posting, including but not limited to rights under copyright, trademark, servicemark or patent laws under any relevant jurisdiction without Qualcomm owing any monies to you whatsoever.

   7. Qualcomm Employees. If you are a Qualcomm employee, you must also follow the Qualcomm Social Media Policy in your Postings.

   8. Posting Guidelines. Our Forums may contain additional rules or posting guidelines. In such case, you agree to conform your Postings to any such additional rules or posting guidelines.

6. Privacy. In order to operate and provide the Site, we collect certain information about you. Our practices with respect to the information we collect is described in our privacy policy which is available at www.qualcomm.com/privacy, except for the Site(s) that may have their own, separate privacy policies where such privacy policies shall apply and control (collectively, “Privacy Policy”). By agreeing to this TOU you acknowledge that you have been given the opportunity to fully read our Privacy Policy and be informed of how the Site may collect and process your information. Information, including but not limited to personal information, collected through the Site may be stored and processed in the United States or any other country in which Qualcomm or its affiliates, subsidiaries or agents maintain facilities. For more details, please check the Privacy Policy.

7. Disclaimer. The materials on the Site and on the Forums are provided "as is" and, to the fullest extent permissible pursuant to applicable law, Qualcomm disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, title and non-infringement and any other conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. Qualcomm does not warrant that the Site or functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that the Site, or the server that makes it available, are free of viruses or other harmful components. Qualcomm does not warrant or make any representations regarding the use or the results of the use of the materials on the Site in terms of correctness, accuracy, timeliness, reliability, or otherwise. You (and not Qualcomm or its licensors) assume the entire cost of all necessary maintenance, repair, or correction. Commentary and other materials posted on the Site and Forums are not intended to amount to advice on which reliance should be placed and we therefore disclaim all liability and responsibility arising from any such reliance.

8. Limitation of liability. Under no circumstances, including, but not limited to, negligence, shall Qualcomm, its subsidiaries and parent companies and affiliates be liable for any direct, indirect, incidental, special or consequential damages that arise or result from or are related to the use of, or the inability to use, the Site or any of the Postings made available on or through the Site. Under no circumstances shall Qualcomm’s aggregate liability exceed $5.00. You specifically acknowledge and agree that Qualcomm, its subsidiaries and parent companies and affiliates are not liable for any defamatory, offensive or illegal conduct of any user of the Site or any posting to the Site. If you are dissatisfied with the Site or any materials made available by or through the Site, or with this TOU, your sole and exclusive remedy is to discontinue using the Site.

9. Notices of Copyright or Trademark Infringement. Qualcomm respects the intellectual property rights of others and asks that you do the same.

   1. If You are a copyright or trademark owner (or an agent of a copyright owner) and believe that any Public Project or other content on the Edge Impulse Offerings (as those terms are defined in the Edge Impulse Developer Plan Terms of Service) infringes upon Your copyrights or trademarks, You may submit a notification pursuant to the Edge Impulse DMCA Policy.

   2. If You are a copyright or trademark owner (or an agent of a copyright owner) and believe that content on any other Qualcomm Site infringes upon Your copyrights or trademarks, You may submit a notification pursuant to the Qualcomm DMCA Policy.

   QUALCOMM AI MODEL HUB SERVICES AGREEMENT

   THESE TERMS AND CONDITIONS OF USE (THE “AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN QUALCOMM INNOVATION CENTER, INC. ("QUIC") AND YOU (AS AN INDIVIDUAL) OR, WHERE APPLICABLE, THE LEGAL ENTITY YOU REPRESENT (“YOU,” “YOUR” OR “COMPANY”). COMPANY HAS CERTAIN MODELS (AS DEFINED BELOW) THAT IT DESIRES TO RUN ON-DEVICE (AS OPPOSED TO RUNNING ON A CLOUD OR NETWORK CONNECTION). PER COMPANY’S REQUEST, QUIC IS WILLING TO PROVIDE CERTAIN SERVICES (AS DEFINED BELOW) TO COMPANY ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, QUIC IS UNWILLING TO AND DOES NOT OFFER OR PROVIDE THE SERVICES TO YOU. QUIC AND COMPANY ARE OCCASIONALLY REFERRED TO HEREIN INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.”

   YOU ARE ADVISED TO PRINT THIS AGREEMENT FOR YOUR RECORDS AND/OR SAVE IT TO YOUR COMPUTER.

   In consideration of the promises and mutual covenants set forth below, the Parties, intending to be legally bound, agree as follows:

   1. Definitions. In addition to other terms defined elsewhere in this Agreement, the following terms, when the first letter is capitalized, shall have the meanings set forth in this Section 1. These terms shall apply both to their singular or plural forms, as the context may require. As used herein, “hereunder,” “herein” and similar expressions refer to this Agreement; and “including” means “including without limitation.” 

      1. “Affiliate” means any person or entity which directly or indirectly Controls, is Controlled by, or is under common Control with such entity. The term “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of more than fifty percent (50%) of voting securities, by contract or otherwise.

      2. “Intellectual Property Rights” means all intellectual property and proprietary rights, which may exist or be created under the laws of any jurisdiction in the world, including but not limited to, current and future copyrights, trade secrets, patents, and all other intellectual property rights, including all applications and registrations with respect thereto.

      3. “Models” means the artificial intelligence models (and any quantized versions and/or derivatives thereof) provided by Company. 

      4. “Services” means QUIC’s services, including but not limited to, quantization services, as requested by Company, to be performed by QUIC on the Models on behalf of Company in order to enable the Models to run on-device on a device that contains a QUIC component.

   2. Services & Models.

      1. Performance of Services. QUIC (itself or through an Affiliate) shall render to Company the Services in accordance with the terms and conditions of this Agreement. Company acknowledges that upon completion of the Services, QUIC will return the Models to Company.

      2. Affiliates. QUIC may provide Services under this Agreement to any Affiliate of Company upon Company or such Affiliate’s request, provided, however, that Company remains jointly and severally liable and responsible for all acts or omissions of the Company Affiliate which if performed or not performed by the Company, would be a breach of this Agreement. 

      3. Rights Prior to Agreement.  Each Party shall retain all of its Intellectual Property Rights in existence prior to entering into this Agreement or developed outside the scope of this Agreement. Neither Party grants to the other Party, either expressly or by implication, any license under its or any of its Affiliates’ Intellectual Property Rights.

      4. Models. Company acknowledges and agrees that (i) QUIC (and its Affiliates, as applicable) is a service provider of Company with respect to the Models, (ii) QUIC (and its Affiliates, as applicable) is not responsible for the Models or the testing/training/inputs/outputs/use thereof, and (iii) Company is solely responsible for all activities related to or in connection with the Models and any content, including training data, inputs, prompts or outputs (or filtering thereof), created by or used with such Models, including but not limited to, whether such Models (a) comply with any applicable laws and regulations, (b) adhere to ethical principles and values, (c ) cause any harm, (d) infringe the Intellectual Property Rights or other rights of any third party, (e) are fit for any use case, and/or (f) have adequate privacy or security. Company shall comply with all applicable third party licenses, read-me files, laws, administrative orders, rules, and regulations as such relate to Company’s and its Affiliates activities related to or in connection with the Models.

      5. Prohibited Use Cases. Company agrees not to use the Model or derivatives of the Model for or in connection with any of the following applications (“Unacceptable Risk Applications”):

         • Unfair, manipulative or deceptive acts;
         • Exploit vulnerabilities of age, disability or social or economic situation;
         • Predictive policing;
         • Social scoring;
         • Emotion recognition in workplace and education;
         • Real-time remote biometric identification in publicly accessible spaces for law enforcement;
         • Biometric categorization system (sensitive characteristics); and/or
         • Generating facial recognition databases by scraping images from the internet or CCTV footage.

      6. High-Risk Use Cases. The following applications are considered high-risk (the “High-Risk Applications”): (1) biometric identification (not otherwise considered an Unacceptable Risk Application); (2) critical infrastructure; (3) education and vocational training; (4) employment; (5) access to and enjoyment of essential private services and essential public services and benefits; (6) law enforcement; (7) migration, asylum, and border control management; (8) recommender systems of social media platforms; (9) administration of justice and democratic processes; and/or (10) any other AI system that when deployed, makes, or is a substantial factor in making, a consequential decision. QuIC (and its Affiliates) advise against using the Model or derivatives of the Model for or in connection with High-Risk Applications. If Company elects to use the Model or derivatives of the Model for or in connection with High-Risk Applications, then Company agrees to indemnify and hold QuIC, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and Affiliates, harmless from any demands, loss, liability, claims, actions, proceedings, assessments, damages, or expenses (including attorneys’ fees), made against QuIC or its Affiliate by any third party due to, arising out of, or in connection with Company’s use of the Model or derivative of the Model for or in connection with High-Risk Applications.

      
      
   3. Compensation. QUIC can elect, at its sole option, to either (a) provide such requested Services to Company free of charge in accordance with the terms and conditions of this Agreement or (b) provide a quote in response to Company’s request for such Services, in which case said quote will provide (i) a description of Services to be provided by QUIC or its Affiliate with respect to the applicable Model, (ii) fees for such Services (“Services Fee”), and (iii) other applicable terms, if any (hereinafter collectively referred to as “Services Quote”). In the instance where QUIC or its designated Affiliate elects to provide a Services Quote, such Services Quote shall be valid for a period of thirty (30) calendar days from the date of the Services Quote during which time QUIC or its designated Affiliate, as the case may be, shall have the right, at any time, to cancel or modify such Services Quote, provided Services PO Acceptance has not yet occurred. “Services PO Acceptance” means the date on which QUIC or its designated Affiliate, as the case may be, has accepted in writing (e-mail is acceptable) the purchase order issued by Company in response to a Services Quote. If Company subsequently elects to cancel a purchase order for Services once Services PO Acceptance has occurred, Company shall be required to pay a cancellation fee to QUIC or its designated Affiliate, as the case may be, equal to one hundred percent (100%) of the fees due QUIC or its designated Affiliate, as the case may be, under such purchase order being cancelled. In addition, Company expressly acknowledges and agrees that for each and every Company purchase order for Services: (1) QUIC or its designated Affiliate, as the case may be, shall have no obligation to provide, and Company shall have no right to receive, any Services associated with such purchase order until such time that both (i) Services PO Acceptance has occurred and (ii) QUIC or its designated Affiliate, as the case may be, has received payment in full for the associated Services Fee; (2) such Services shall be limited to the Model(s) referenced, if any, in the associated Services Quote and Company may only use such Services in conjunction with Company’s use of such Models in devices that incorporate a QUIC component; (3) all such Services shall be provided subject to and in accordance with the terms and conditions of this Agreement; (4) all such Services will be provided by QUIC or its designated Affiliate remotely, unless otherwise agreed to in writing by the Parties; (5) QUIC may, at its sole option, provide such Services through an Affiliate; and (6) in the event of a conflict between the terms of the applicable Services Quote or this Agreement and the Company purchase order for Services, the terms of the applicable Services Quote or this Agreement, as the case may be, will prevail over any conflicting provision(s) in the Company purchase order for Services. Unless otherwise specified in a Services Quote, QUIC or its designated Affiliate, as the case may be, shall issue an invoice for the full amount of the Services Fee for the associated Services following Services PO Acceptance, and said Services Fee shall then be due and payable by Company upon its receipt of said invoice and must be paid in full prior to QUIC or its designated Affiliate, as the case may be, providing such Services. Service Quotes are subject to payment terms and Taxes as set out in Section 4 (TAXES) below.
   
   
   4. Taxes. Company shall pay any and all amounts due under this Agreement, including Services Fees, which are non-refundable, by wire transfer to a bank account specified by QUIC or its designated Affiliate within the payment terms confirmed by QUIC or a QUIC Affiliate. Any amounts not paid when due under this Agreement will bear interest at the lesser of a rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law. In the event that QUIC or a QUIC Affiliate, as applicable, does not receive any and all amounts due under this Agreement within the payment terms confirmed by QUIC or a QUIC Affiliate to Company, then QUIC or a QUIC Affiliate shall also have the right thereafter to revoke acceptance of any order and cancel the associated use rights for Services. Company shall also be solely responsible for paying or withholding any taxes imposed by the applicable taxing authority, including any sales and use taxes, value added tax (VAT), consumption tax, excise tax, withholding tax, or other taxes or duties (collectively, “Taxes”). In the event that either Party pays for any Taxes on behalf of the other Party (other than withholding), then the non-paying Party shall reimburse the paying Party therefor within thirty (30) calendar days after the invoice date. If Company is required by any applicable law to withhold Taxes from any payment due to QUIC or its designated Affiliate, as the case may be, under this Agreement, then Company agrees to deliver to QUIC or its designated Affiliate, as the case may be, a receipt or similar documentation evidencing payment of any such withholding after such payment. Upon receipt by QUIC or its designated Affiliate of the income tax withholding certificate, the portion of the invoice represented by the income tax withholding certificate will be deemed fully paid. If Company fails to withhold taxes, tariffs or governmental charges from any payment due QUIC or its designated Affiliate where withholding is required by applicable law, QUIC or its designated Affiliate, as the case may be, shall have no obligation to reimburse Company for such unwithheld taxes, tariffs or governmental charges, unless Company requests reimbursement from QUIC or its designated Affiliate in writing within ninety (90) calendar days after the applicable invoice date.
   
   
   5. Warranty Disclaimer; Limitation of Liability.
   1. WARRANTY DISCLAIMER. THE SERVICES ARE PROVIDED BY QUIC AND ITS AFFILIATES TO COMPANY “AS-IS” AND “WITH ALL FAULTS.” QUIC AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SERVICES TO BE PROVIDED BY QUIC UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. QUIC AND ITS AFFILIATES MAKE NO REPRESENTATION, GUARANTY OR WARRANTY OF ANY NATURE WHATSOEVER WITH RESPECT TO THE LIKELIHOOD OF SUCCESS OR RESULTS OF THE SERVICES CONTEMPLATED HEREBY, OR TO THE EFFICACY, ACCURACY OR SUFFICIENCY OF ANY SERVICES PROVIDED HEREUNDER OR IN CONNECTION HEREWITH.
   2. LIMITATION OF LIABILITY.IN NO EVENT SHALL QUIC OR ANY OF ITS AFFILIATES BE LIABLE TO COMPANY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE OF THE MODELS, THE SERVICES, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT, EVEN IF QUIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF QUIC AND/OR ITS AFFILIATES FOR ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THIS AGREEMENT OR QUIC’S PERFORMANCE HEREUNDER, SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (USD$1,000.00). COMPANY UNDERSTANDS THAT QUIC IS ENTERING INTO THIS AGREEMENT IN RELIANCE ON THESE LIMITATIONS OF QUIC’S LIABILITY AND ACKNOWLEDGES THAT QUIC WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.
   
   
   6. Term and Termination.
   1. Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect until terminated as set forth in this Section 6 (the “Term”).
   2. Termination. Either Party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other Party. Either Party may terminate this Agreement if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.
   3. Survival. The following sections shall survive any termination of the Agreement: Sections 2.3 (Rights Prior to Agreement), 2.4 (Models), 5 (Warranty Disclaimer; Limitation of Liability), 6 (Term and Termination), and 7 (General).
   
   
   7. General
   1. Relationship. The Parties hereto are independent Parties, and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between the Parties. Neither Party has the power to bind the other or incur obligations on the other’s behalf. QUIC shall have the right to determine, in its sole discretion, the method, details and means to perform Services and reserves the right to use one or more subcontractors to perform the Services. Company, on behalf of itself and its Affiliates, acknowledges and agrees that (i) no Company Affiliate is a third party beneficiary of this Agreement, (ii) no Company Affiliate shall have any standing to initiate any claim or cause of action under this Agreement, and (iii) any and all claims against QUIC which may arise under this Agreement will be brought solely and exclusively by Company.
   2. Governing Law, Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any conflicts of laws concepts. Any dispute, claim or controversy arising out of or relating to this Agreement, or its breach or validity, shall be adjudicated only by a court of competent jurisdiction located in the county of San Diego, State of California, United States of America, and each Party hereby consents to the personal jurisdiction and venue of such courts for that purpose and waives any objections they may raise as to jurisdiction, venue and/or service of process for such courts. The UN Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
      Notwithstanding the foregoing, if Company is resident in, or has its principal place of business in the People’s Republic of China, the following shall apply:
      1. Applicable Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of laws principles.
      2. Dispute Resolution. Any dispute, claim, or controversy arising from or relating to this Agreement or the breach or validity hereof (each, a “Dispute”) will be finally settled by a confidential arbitration proceeding conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”). The place of arbitration will be Singapore. The language of the arbitration will be English. Except as may be required by law, neither Party may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The arbitrator’s award will be final and binding on the Parties. The Parties agree that judgment may be entered upon such an award in any court of competent jurisdiction. Company, on behalf of itself and its Affiliates, acknowledges and agrees that (i) no Affiliate is a third party beneficiary of this Agreement, (ii) no Affiliate shall have any standing to initiate any claim or cause of action under this Agreement, and (iii) any and all claims against QUIC which may arise under this Agreement shall be brought solely and exclusively by Company.
      3. Attorneys’ Fees. In the event of any proceeding to enforce the provisions of this Agreement or to resolve any claim or dispute arising from or related to this Agreement, the prevailing Party (as determined by the arbitrator) shall be entitled to reasonable attorneys' fees as fixed by the arbitrator.
   3. Export Compliance Assurance. Company (and its Affiliates as permitted under the terms herein) acknowledge(s) that the hardware, software, technology, and certain services obtained from QUIC and its Affiliates (collectively, "Items") may be subject to U.S. export control and economic sanctions laws, orders, and regulations, including, without limitation, the Export Administration Regulations ("EAR"), 15 CFR Parts 730-774, and the Foreign Assets Control Regulations, 31 CFR Parts 500-599, as well as similar laws and regulations of other applicable jurisdictions (collectively “Export and Sanctions Laws”). In connection with the performance of its/their obligations under this Agreement, Company and its Affiliates (as applicable) (i) will comply with all Export and Sanctions Laws, including by obtaining any required U.S. or other country licenses, authorizations, or approvals; and (ii) will not engage in any activity that would reasonably be expected to cause QUIC or its Affiliates to violate any Export and Sanctions Laws. Company agrees that neither it, nor its Affiliates (as applicable), will directly or indirectly export, re-export, transfer or release (collectively, "Export") any Items (whether or not incorporated into another item), or any direct product thereof, to any country or territory, its government, any entity located in or organized under the laws of such country or territory, or any individual located or resident in such country or territory, if, at the time of Export, the U.S. government maintains comprehensive economic sanctions or an embargo with respect to such country or territory (“Embargoed Country”), without prior government authorization. The U.S. government currently maintains comprehensive economic sanctions or an embargo against Cuba, Iran, North Korea, Syria, and the Crimea and other regions of Ukraine controlled by the Russian Federation. The U.S. government also has imposed extensive export controls and economic sanctions on, inter alia, Belarus, the Russian Federation, and Venezuela. The list of impacted countries may be amended over time. Company agrees not to directly or indirectly employ any Items in, or Export any Items for, end uses or for end users that would violate the controls in Part 744 of the EAR, without prior U.S. government authorization, including those related to prohibited missile or unmanned aerial vehicle ("UAV") technology; prohibited nuclear, chemical, or biological weapons activities; prohibited supercomputer and semiconductor manufacturing end uses; or for any prohibited military end use or end user. If Company is a person or entity located in Belarus, Burma (Myanmar), Cambodia, the People's Republic of China, Nicaragua, the Russian Federation, or Venezuela, Company certifies that it is not a "military end-user" as that term is defined in section 744.21 of the EAR. Company acknowledges that the foregoing certifications are conditions to Company’s access to Items. Company warrants that neither it, nor its Affiliates (as applicable), are: (i) listed on a prohibited or restricted party list published by the U.S. government, including but not limited to the U.S. Department of Treasury’s “List of Specially Designated Nationals and Blocked Persons” and “Consolidated Sanctions List”, and the U.S. Department of Commerce’s Entity List, Unverified List, and Denied Persons List, or any similar list maintained by the United Kingdom, the European Union or its Member States, or other applicable local authority; (ii) located, organized or resident in an Embargoed Country; (iii) owned (50% or more in the aggregate) or controlled, directly or indirectly, by a person or entity described in clauses (i) or (ii); or (iv) otherwise the target of U.S. sanctions (collectively, “Restricted Parties”). Company shall not Export any Qualcomm Product to any Restricted Parties without prior government authorization, to the extent required by regulation. If QUIC or a QUIC Affiliate is required under applicable trade laws to obtain any export license or other government authorization to license, sell and/or otherwise supply the Items to Company, Company agrees to provide in a timely manner all necessary documentation to QUIC, to support QUIC's application for that export license or other government authorization, as QUIC shall request. That documentation may include, but is not limited to, an end use statement, an import license, or any other required information. QUIC and its Affiliates reserve the right to suspend the performance of its obligations under this Agreement until any required export license or other government authorization is granted by the competent government regulatory authority, without incurring any liability to Company. QUIC and its Affiliates shall have no further obligation whatsoever under this Agreement in the event that the competent government regulatory authority fails or declines to issue any such required export license or other authorization. Company agrees to comply with all the terms, conditions, and restrictions of any required export license, as notified by QUIC. Company agrees that it bears sole responsibility for any violation of Export and Sanctions Laws in connection with Company’s activities under this Agreement, and further agrees to protect, indemnify and hold harmless QUIC and its Affiliates from any claim, damages, liability costs, fees and expenses incurred by QUIC and its Affiliates as a result of Company’s violation of such laws. In the event that any of the foregoing Company certifications is, or hereafter becomes, incorrect, or Company breaches any of its covenants under this Section, all licenses to any Qualcomm Product accessed by Company hereunder shall automatically be terminated, and any further use of any Qualcomm Product by Company will constitute a breach of this Agreement and an infringement of the relevant intellectual property rights of QUIC, its Affiliates, and their respective licensors, if any. This section shall survive the expiration or termination of this Agreement.
   4. Assignment. Neither Party may assign or delegate, by operation of law or otherwise, any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party, except that QUIC may assign its rights and obligations hereunder to any Affiliate without the prior written consent of Company. Any attempted assignment or delegation in contravention of this Section shall be null and void from inception. QUIC may delegate the performance of any Services to its Affiliates and will remain responsible for the performance of all the Services performed by such Affiliates.
   5. Notices. All notices and consents required or permitted under this Agreement must be in writing and sent by reputable commercial courier or by certified post/mail, if to QUIC, to the address listed above to the attention of the legal department, and if to Company to such address (email or otherwise) as is specified by Company to QUIC from time to time. Notices will be deemed given and received on receipt. If a notice cannot be received because the recipient has moved and failed to notify the sender of its change of address, or because the recipient is out of business, then a notice will be deemed received when sent.
   6. Miscellaneous. The rights and remedies provided to each Party herein are cumulative and in addition to any other rights and remedies available to such Party at law or in equity. This Agreement constitutes the sole, final and entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, understandings and representations whether oral or written and whether or not executed by QUIC and Company. No modification, variation, amendment or other change may be made to this Agreement or any part thereof unless reduced to writing and executed by authorized representatives of the Parties. Neither a course of dealing nor a failure of either Party to require performance of any provision of this Agreement will affect the right of a Party to require such performance at another time thereafter; nor will a waiver by a Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. If one or more provisions in this Agreement are ruled entirely or partly invalid or unenforceable by any court or governmental authority of competent jurisdiction, then the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected, the provision(s) held wholly or partly invalid or unenforceable shall be deemed amended, and the Parties shall reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the Parties’ intent as manifested herein. This Agreement is written in the English language. No translation or other version will have any force or effect. The headings in this Agreement are for convenience only and will not be construed to affect the meaning of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or other standard means of electronic transmission is deemed effective as delivery of an originally executed counterpart of this Agreement.

   BY USING THE SERVICES, YOU REPRESENT, WARRANT AND CERTIFY THAT: YOU ARE OVER EIGHTEEN YEARS OLD, AN AUTHORIZED REPRESENTATIVE OF THE LEGAL ENTITY YOU REPRESENT; YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT; YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY YOU REPRESENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.