QWA Licensing Terms for eLearning
Qualcomm Wireless Academy
e-Learning
End User License Agreement
THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS A BINDING CONTRACT BETWEEN QUALCOMM TECHNOLOGIES, INC. (“LICENSOR”) AND YOU (“CUSTOMER”). THE LICENSED MATERIALS CONTAIN CERTAIN TRAINING COURSES, DOCUMENTATION AND OTHER MATERIAL THAT BELONG TO LICENSOR AND ITS SUPPLIERS. YOUR USE OF THE LICENSED MATERIALS IS SUBJECT TO YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
PLEASE READ THIS AGREEMENT CAREFULLY. LICENSOR IS WILLING TO LICENSE THE LICENSED MATERIALS TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS IN THIS AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON BELOW OR OTHERWISE IN ANY MANNER ACCESSING, VIEWING OR USING THE LICENSED MATERIALS, YOU REPRESENT AND WARRANT THAT YOU: (I) HAVE READ THIS AGREEMENT AND UNDERSTAND IT; AND (II) ARE AUTHORIZED TO ENTER INTO AND BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY TO ENTER INTO THIS AGREEMENT, THEN LICENSOR IS NOT WILLING TO AND DOES NOT LICENSE THE LICENSED MATERIALS TO YOU, AND YOU MUST CLICK ON THE “CANCEL” BUTTON AND YOU MUST NOT IN ANY MANNER ACCESS, DOWNLOAD, INSTALL OR USE ANY OF THE MATERIALS WHICH MIGHT OTHERWISE BE COVERED BY THIS AGREEMENT.
The term “Licensed Materials” means all copies and versions (in any format, and as may be modified by Licensor at its sole discretion from time to time) of the training courses, documentation and related materials developed by Licensor and its suppliers in connection with various wireless telecommunications standards and technologies for which you have purchased a valid and fully-paid subscription from Licensor.
1. GRANT OF LICENSE.
1.1 Grant. Subject to the terms of this Agreement, Licensor grants to you during the Subscription Period a revocable, non-exclusive, non-sublicensable, non-transferable, limited license to access and use the Licensed Material, in each case solely for your personal educational, reference or training use in accordance with the terms hereof.
1.2 Restrictions. You shall not (and shall not allow any third party to) access or use the Licensed Materials other than as expressly permitted under Section 1.1 hereof and in particular, but without limitation, shall not (and shall not allow any third party to): (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, or interoperability interfaces of the Licensed Materials by any means whatsoever; (ii) mask, remove, delete or alter in any way, directly or indirectly, any reference, attribution, product identification, copyright or other notices (whether relating to Licensor, its supplier(s), QUALCOMM Wireless Academy or otherwise) from the Licensed Materials; (iii) download or print (except for such PDF e-books as may be expressly listed in this agreement, which may be downloaded and printed by each student, but may not be further copied, distributed or shared in any fashion), or otherwise copy or duplicate any portion of any of the Licensed Materials; (iv) disclose, provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use the Licensed Materials to or for the benefit of any other person; (v) modify, adapt, alter, translate, incorporate into or with other materials or software, or create a derivative work of, any part of the Licensed Materials; (vi) access the Licensed Materials in order to build a similar or competitive product or service, or (vii) sell, resell, sublicense, re-license, distribute, assign or transfer in any manner in whole or in part this Agreement or any of your rights or obligations hereunder, including without limitation the license prescribed herein, or any of the Licensed Materials, or any portion or component thereof, to any third party.
1.3 License Model. Access to the Licensed Materials is licensed on a subscription basis. The length of time that you may access and use the Licensed Materials is equal to the length of the subscription you acquired for such Licensed Materials (the “Subscription Period”). For instance, if you acquired a one-year subscription to an e-Learning Course, you may access and use one copy of that e-Learning Course via the applicable Internet web site for a one-year period. The Subscription Period begins on the date you activate the subscription to the related Licensed Materials. You may not share this right, or the Licensed Materials or any content thereof, with others and, may only use the Licensed Materials for your personal educational, reference and/or training use. You may not share with or allow anyone else to access or use your subscription or password, or otherwise permit anyone else to view and use the Licensed Materials, for any reason, even if such other person is a member of your company or organization.
1.4 Access Method. Without prejudice to the provisions of Sections 1.3 and 3, you may access purchased web-based Courses by accessing Licensor’s server via a website account over the Internet via a web browser. Licensor will use user registration information to add you to the Adobe LiveCycle DRM policy applicable to each of the purchased PDF e-books to enable authentication of the user and thereby enable you to open up the PDF e-books on your computer. The purchased PDF e-books will be made available for you to download up to two times via your website account. Each PDF file requires that you have internet connectivity and submit a username and password for authentication (via Adobe LiveCycle tool) over the internet in order to open the file and view the contents. You must first be so authenticated before you can open the PDF files(s), but, to address the needs of field engineers or others without internet access for certain periods of time, after authenticating you are allowed to continue to access the file(s) for up to 30 days without authenticating over the internet). After such maximum 30-day period, you must be authenticated over the Internet in order to continue accessing the PDF file(s). You acknowledge and agree that Licensor may monitor your access of the PDF file(s) via the Adobe LiveCycle admin tool or similar tool.
2. Ownership of the Licensed Materials. The Licensed Materials are licensed (not sold) to You. Except for the rights expressly granted by Licensor to you under this Agreement, Licensor and its suppliers retain all right, title and interest in and to the Licensed Materials, including, without limitation, all copyright, trade secret, trademark, patent and other intellectual property rights therein. The license granted by Licensor to you hereunder confers no title to, or ownership in, the Licensed Materials and Licensor reserves all rights not expressly granted to you. Licensor shall retain sole ownership of any and all intellectual property rights included in and arising either directly or indirectly from any of the Licensed Materials. You do not obtain any ownership of any underlying document, report, data, information or other intellectual property, whether owned by Licensor or any third party, referenced in, based on, contemplated by or utilized in the creation of the Licensed Materials.
3. CUSTOMER RESPONSIBILITY; NO TECHNICAL SUPPORT. You are responsible to ensure that you have the sufficient computer hardware and software, and Internet access, needed to satisfy the system requirements and otherwise enable you to access and view the Licensed Materials via the Internet. Licensor will have no responsibility of any kind, nor will Licensor be responsible in any manner to support, troubleshoot or provide guidance of any nature to you, for or in connection with your means of accessing, viewing and/or using the Licensed Materials or otherwise in connection with any aspect of the Licensed Materials or the content thereof.
4. SUBSCRIPTION PERIOD AND TERMINATION
4.1 This Agreement shall commence on the date you activate your subscription to the Licensed Materials and, unless terminated early pursuant to the terms hereof, shall remain in full force and effect for a period of time equal to the Subscription Period. This Agreement and the license granted hereunder will automatically terminate at the end of the Subscription Period. You may not access or use the Licensed Materials upon any termination or expiration of this Agreement.
4.2 On termination or expiration of this Agreement, all of Licensor’s obligations hereunder shall terminate. Any other provisions of this Agreement that by their nature are intended to, or logically should, survive termination or expiration of this Agreement shall survive.
4.3 Licensor may, at its sole discretion at any time, remove and cease access to any or all Licensed Materials and/or terminate this Agreement. In the event any such removal or termination results in your having access to the subscribed Licensed Materials for less than one-half of the full Subscription Period, Licensor shall provide you with a pro-rated refund of the fees paid by you for your subscription with respect to such removed Licensed Materials. No such refund shall be payable if you had access to the Licensed Materials for at least one-half of your Subscription Period or if Licensor terminates this Agreement because you violated any of its terms.
4.4 Except as otherwise expressly set forth in Section 4.3 above, all payments are non-refundable.
5. Updates. Licensor may, at its sole discretion and at any time, update or modify the content of the Licensed Materials without notice, and may also update or modify the terms of this Agreement by publishing any such changes on its web site or by directly notifying you by email. You agree to the new terms by using your subscription after Licensor publishes the updated or modified terms on its web site or sends you an email to notify you of such updated or modified terms.
6. Non-Exclusive Nature. The license granted hereunder is non-exclusive and this Agreement shall not limit Licensor’s ability to create, market, develop, license and/or provide functionally comparable or identical Licensed Materials to any other party.
7. CONSENT TO USE OF DATA. You agree that Licensor may collect and use technical information gathered as part of the support services provided to you, if any, related to the Licensed Materials. Licensor may use this information solely to improve its products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
8. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) THE licensed materials are PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND; AND, (B) licensor AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE licensed materials, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE that you assume ALL RISK PERTAINING TO THE SUBSCRIPTION USE OF THE licensed materials. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE licensed materals are ERROR-FREE OR THAT access or use OF THE licensed materials WILL BE SECURE OR UNINTERRUPTED OR THAT ANY ERRORS IN THE licensed materials WILL BE CORRECTED. FURTHERMORE, LICENSOR DOES NOT IN ANY MANNER WARRANT OR MAKE ANY REPRESENTATIONS, Guaranty or warranty of any nature whatsoever with respect to the efficacy, accuracy or sufficiency of any education, information, advice or guidance COMPRISED BY OR IN ANY OF THE LICENSED MATERIALS OR OTHERWISE REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED MATERIALS IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, a SUPPLIER, OR THEIR EMPLOYEES OR AGENTS WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
9. LIMITATION OF LIABILITY.
9.1 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER LICENSOR NOR ITS SUPPLIERS will be responsible or liable TO YOU OR ANY THIRD PARTY with respect to any subject matter of this Agreement (or any terms or conditions related thereto), under any contract, negligence, strict liability or other theory: (a) for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, or (b) for any indirect, incidental, SPECIAL, EXEMPLARY, PUNITIVE, or consequential damages including but not limited to loss of revenues, loss of profits, LOSS OF SAVINGS, BUSINESS INTERRUPTION or disruption, LOSS OF BUSINESS INFORMATION, LOSS OF OPPORTUNITY, BUSINESS DISRUPTION, OR OTHER PECUNIARY LOSS ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT OR Licensor’S ACTIONS OR OMISSIONS UNDER THIS AGREEMENT, EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.
9.2 Licensor’s maximum aggregate cumulative liability under this agreement for any reason and with respect to any cause of action will not under any circumstances exceed the amount of the fees paid by you to Licensor for the license granted hereunder.
10. Basis of Bargain. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between Licensor and you. Licensor would not be able to provide the Licensed Materials on an economic basis without such limitations. The warranty disclaimer and limitation of liability also inure to the benefit of Licensor’s suppliers.
11. Export Controls. The Licensed Materials may be subject to United States and foreign export laws and regulations as applicable to restrictions on destinations, end users and end use. You must comply with all U.S. and foreign export laws and regulations that apply to the content of the Licensed Materials.
12. Customer Indemnity. You agree to indemnify and hold Licensor and its officers, directors, employees, agents, and suppliers (each, an “Indemnitee”) harmless from and against any and all liabilities, losses, costs, damages, and expenses (including, without limitation, any attorneys’ fees or expert witness fees), suffered or incurred by any Indemnitee, in any manner arising from or relating to your use of the Licensed Materials or any breach by you of the terms of this Agreement.
13. ASSIGNMENT. You shall not assign this Agreement or the license granted in connection with this Agreement, in whole or in part. Any purported assignment by you shall be void. Licensor may in its sole discretion, assign its rights or delegate its duties under this Agreement without your consent, to: (a) any entity resulting from any merger, consolidation or other reorganization to which Licensor is a party; (b) any corporation, partnership, association or other entity or person to which Licensor may transfer all or substantially all of its assets; or (c) any entity that controls, is controlled by or is under common control with Licensor. “Control”, as to an entity, shall mean the direct or indirect ownership or more than fifty percent (50%) of the equity or voting interest in such entity. All the terms and provisions of this Agreement shall be binding on, inure to the benefit of, and be enforceable by the Parties and their respective successors and Licensor’s permitted assigns.
14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, excluding its conflicts of law principles. Exclusive jurisdiction and venue for any claim relating to this Agreement shall lie with the state or federal courts of Orange County, California. You waive any objection based on venue or inconvenient forum and hereby consents to the personal jurisdiction of such courts.
15. SEVERABILITY. If any provision in this Agreement is found to be illegal, invalid or unenforceable in any jurisdiction for any reason, then to the full extent permitted by law: (a) all other provisions will remain in full force and effect in such jurisdiction and will be construed to carry out the intent of the Parties to this Agreement as nearly as possible; (b) such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other such provisions of this Agreement; and (c) any court or arbitrator having jurisdiction will have the power to reform such provisions to the extent necessary for such provision to be enforceable under applicable law.
16. GENERAL PROVISIONS. The failure of Licensor to enforce, at any time or for any period of time, any or all provisions of this Agreement shall not be construed as a waiver of such provision, and shall in no way affect Licensor’s right to enforce such provisions or exercise such option. This Agreement contains the entire agreement between Licensor and you with respect to the Licensed Materials, superseding and merging all prior or contemporaneous discussions or dealing, and agreements relating to the Licensed Materials, written or oral, between Licensor and you. The terms and conditions of this Agreement shall prevail over, and shall not be amended by, contrary terms in any e-mail, letter, or any other document issued at any time by you.