UNIDEN PROTOCOL SPECIFICATION FOR USE WITH UNIDEN HOMEPATROL-1
License Agreement
UNIDEN AMERICA CORPORATION
NOTICE TO USER:
THIS LICENSE AGREEMENT ("Agreement") IS A LEGAL AGREEMENT BETWEEN YOU AND UNIDEN. PLEASE READ THIS CAREFULLY BEFORE USING THE UNIDEN PROTOCOL SPECIFICATION. BY USING ALL OR ANY PORTION OF THE UNIDEN PROTOCOL SPECIFICATION, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE UNIDEN PROTOCOL SPECIFICATION AND ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE UNIDEN PROTOCOL SPECIFICATION.
1. DEFINITIONS
(A) "Uniden Protocol Specification" means Uniden's proprietary programming codes and commands and data file formats used to control Uniden's HomePatrol scanner products, excluding radio system data file formats.
(B) "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Uniden Protocol Specification.
(C) "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
(D) "Uniden" means Uniden America Corporation, a Delaware corporation, located at 4700 Amon Carter Boulevard, Fort Worth, Texas 76155.
2. UNIDEN PROTOCOL SPECIFICATION LICENSE GRANTS
(A) You may utilize the Uniden Protocol Specification on an "as is", at-will, royalty-free, non-assignable, non-exclusive basis solely for the purpose of creating software products intended to extend the functionality of Uniden HomePatrol or other Uniden scanner products.
(B) You agree that the Uniden Protocol Specification will not be used to create a competing scanner product.
(C) You agree not to use the Uniden Protocol Specification functionality for purposes other than to control, extend the functionality of, or program one or more Uniden scanner models.
(D) You acknowledge that the Uniden Protocol Specification is provided "as-is" and that Uniden has no obligation to provide any additional support in the use of the Uniden Protocol Specification beyond the disclosed documentation.
(E) You acknowledge that, while reasonable efforts have been taken to ensure accuracy in the supplied documentation, said documents have been subjected to one or more translation stages that might have resulted in unclear, inaccurate, or incomplete information and that Uniden is under no obligation to correct or clarify supplied documentation of the Uniden Protocol Specification.
(F) You acknowledge that the Uniden Protocol Specification is the sole property of Uniden.
(G) You agree that this agreement does not constitute any license for use of the RadioReference.com Radio System Information utilized by the HomePatrol product.
(I) In the event your product will use the RadioReference.com Radio System Information, you agree to enter into a separate license agreement with RadioReference.com, LLC as they might require.
(J) In the event your product will utilize the radio system database in the HomePatrol-1, you agree to enter into a seperate and explicit license agreement with Uniden America Corporation.
(K) You agree that the Uniden Protocol Specification, documentation thereof and the related information provided by Uniden are proprietary information of Uniden (collectively "Uniden Proprietary Information").
(L) You agree that the RadioReference.com Radio System Information is the confidential and proprietary information of RadioReference.com, LLC.
(M) You agree to mark any software containing all or part of the Uniden Protocol Specification, and the written user materials accompanying units that incorporate Uniden Protocol Specification with notices indicating, "This product contains Uniden proprietary and/or copyrighted information. Used under license."
(N) You acknowledge that Uniden may update, modify or revise the Uniden Protocol Specification at any time and shall not be obligated to provide such updates, modifications or revisions to you.
(O) You acknowledge that the permission granted herein does not constitute endorsement by Uniden of any software products you may create in accordance with the purpose stated in paragraph 2(A) herein; and you are solely responsible for the configuration of said software or firmware and/or any service matters relating to said software and/or use of any Uniden Protocol Specification with said software.
(P) This license is personal to you and you may make copies of the Uniden Protocol Specification only for your personal use.
(Q) You agree that Uniden may audit your use of the Uniden Protocol Specification for compliance with these terms at any time.
(R) You agree and represent that any products you create which incorporate the Uniden Protocol Specification are in compliance with all applicable laws.
(S) You shall defend, indemnify and hold harmless Uniden, its subsidiaries and affiliates, and all agents, employees, officers and directors of Uniden, its subsidiaries and affiliates, from all expenses, losses, costs, damages or liability (including reasonable attorneys' fees and court costs and expenses) arising out of or in connection with any claim or action in connection with the use of any products you create which incorporate the Uniden Protocol Specification.
3. LICENSE RESTRICTIONS
(A) Other than as set forth in Section 2 of this Agreement, you may not make or distribute copies of the Uniden Protocol Specification, or electronically transfer the Uniden Protocol Specification to any other party from one computer to another or over a network.
(B) You may not alter, merge, modify, adapt or translate the Uniden Protocol Specification.
(C) You may not sell, rent, lease, assign or sublicense the Uniden Protocol Specification.
(D) You may not modify the Uniden Protocol Specification or, except as otherwise allowed in this agreement, create derivative works based upon the Uniden Protocol Specification.
(E) You may not export the Uniden Protocol Specification into any country prohibited by the United States Export Administration Act and the regulations thereunder.
(F) In the event that you fail to comply with this Agreement, Uniden may terminate the license and you must destroy all copies of the Uniden Protocol Specification (with all other rights of both parties and all other provisions of this Agreement surviving any such termination).
4. OWNERSHIP
The foregoing license gives you limited license to use the Uniden Protocol Specification. Uniden retains all right, title and interest, including all copyright and intellectual property rights, in and to, the Uniden Protocol Specification or any derivative works, including but not limited to the structure and organization of the Uniden Protocol Specification, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by Uniden. Uniden reserves the right to terminate this license at any time.
5. AMENDMENT AND TERMINATION OF THE LICENSE AGREEMENT. This Agreement is effective until terminated by Uniden. Uniden has the right to terminate the license and this Agreement at any time immediately if you are in breach of any terms and conditions. Upon any such termination you must stop use of the Uniden Protocol Specification, return or destroy all hard and electronic copies of the Uniden Protocol Specification immediately.6. UPDATES.
From time to time, Uniden may make available updates to the Uniden Protocol Specification. All updates to the Uniden Protocol Specification are governed by this Agreement, unless additional or alternative license terms are provided with
the update.
7. WARRANTY DISCLAIMER
(A) THE UNIDEN PROTOCOL SPECIFICATION IS PROVIDED TO YOU ON AN "AS-IS" BASIS. UNIDEN PROVIDES NO TECHNICAL SUPPORT OR WARRANTIES FOR THE UNIDEN PROTOCOL SPECIFICATION.
(B) UNIDEN AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF SATISFACTORY QUALITY, INTEGRATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE OR QUIET ENJOYMENT. UNIDEN DOES NOT WARRANT THAT THE UNIDEN PROTOCOL SPECIFICATION IS ERROR-FREE. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN.
(C) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE UNIDEN PROTOCOL SPECIFICATION, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY.
(D) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UNIDEN, ITS DEALERS, SUPPLIERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
8. LIMITATION OF LIABILITY
(A) NEITHER UNIDEN NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE UNIDEN PROTOCOL SPECIFICATION AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF UNIDEN OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(B) UNIDEN'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $10 OR THE AMOUNT PAID BY YOU FOR THE UNIDEN PROTOCOL SPECIFICATION THAT CAUSED SUCH DAMAGE.
(C) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.
9. COMPLIANCE WITH LAWS
Uniden and its affiliates, which offer the Uniden Protocol Specification to you, are headquartered in the United States. Uniden makes no representation that the Uniden Protocol Specification is appropriate or legal for use inside or outside the United States. You are responsible for all compliance with your local laws, and use of the Uniden Protocol Specification where illegal is expressly prohibited.
10. GOVERNING LAW AND VENUE
This Agreement shall be interpreted, construed and governed by the laws of the State of Texas, USA, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under this Agreement shall lie exclusively in the District Courts of the State of Texas in Tarrant County or the Federal District Courts of the Northern District of Texas (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, Uniden shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-US court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of Uniden, such action is necessary or desirable.
11. GENERAL PROVISIONS.
This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Uniden Agreement licensed hereunder shall be of no effect. The failure or delay of Uniden to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.
All questions concerning this Agreement shall be directed to: Uniden America Corporation, 4700 Amon Carter Boulevard, Fort Worth, Texas 76155.
UNIDEN and other trademarks contained in the Uniden Protocol Specification are trademarks or registered trademarks of Uniden America Corporation in the United States and/or other countries. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Uniden Interface Specification. This Agreement does not authorize you to use the UNIDEN name or any of their respective trademarks.
Trademarks and registered trademarks: All products or service names mentioned in the Uniden Protocol Specification are trademarks or registered trademarks of Uniden America Corporation. Copyright © 2010 Uniden America Corporation ALL RIGHTS RESERVED