Last Updated: December 6, 2010
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.
"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://dev.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://dev.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.
3.1 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.
5.1 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.
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.