PLEASE READ THIS EEMBC GRINDERBENCH SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE EEMBC GRINDERBENCH SOFTWARE.  BY USING THE EEMBC GRINDERBENCH SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD OR USE THE EEMBC GRINDERBENCH SOFTWARE.

IMPORTANT NOTE: This EEMBC GRINDERBENCH Software may be used to evaluate the performance of a mobile phone’s Java performance. The information generated by This EEMBC GRINDERBENCH Software may only be used under license from EEMBC.  If you are uncertain about your right to use the EEMBC GRINDERBENCH SOFTWARE, you should contact your legal advisor.

1. General.  The software, documentation and any fonts accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the "Software") are licensed, not sold, to you by Embedded Microprocessor Benchmark Consortium ("EEMBC") for use only under the terms of this License, and EEMBC reserves all rights not expressly granted to you.  The rights granted herein are limited to EEMBC's members and its licensors' intellectual property rights in the EEMBC GRINDERBENCH Software and do not include any other patents or intellectual property rights.  The terms of this License will govern any software upgrades provided by EEMBC that replace and/or supplement the original EEMBC GRINDERBENCH SOFTWARE product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. 

2. Permitted License Uses and Restrictions.  This License allows you to download, install, and use the EEMBC GRINDERBENCH Software only as expressly permitted under this License. For the avoidance of doubt: (i) the EEMBC GRINDERBENCH Software may not be used by or for the benefit of any entity other than you; and (ii) the results and data produced from the EEMBC GRINDERBENCH Software may not be publicized, used for marketing purposes or otherwise disclosed in contravention of Section 13 herein, without the prior written consent of EEMBC. You may make only that number of copies of the EEMBC GRINDERBENCH Software as are reasonably necessary in order to effectuate the purposes for which the EEMBC GRINDERBENCH Software is intended. You may not make the EEMBC GRINDERBENCH Software available over a network where it could be used by multiple platforms or multiple users at the same time or for use via data hosting, time sharing or service bureau usage.  Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the EEMBC GRINDERBENCH Software or any part thereof. THE EEMBC GRINDERBENCH SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE EEMBC GRINDERBENCH SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. 

3.  Transfer.  You may not rent, lease, lend, license, sublicense or otherwise transfer any rights to use or possess the EEMBC GRINDERBENCH Software.

4.  Enhancements by EEMBC.  In the event that at any time EEMBC makes any enhancement, update, or modification to the EEMBC GRINDERBENCH Software or becomes the owner of any new enhancement, update, or modification to the EEMBC GRINDERBENCH Software, then upon notice to you, EEMBC may in its absolute discretion, require that you migrate to any such enhancement, update, or modification which shall automatically and without further action by either EEMBC or you become incorporated into this Agreement without further consideration, and you shall have the same right and license to use and exploit the same as it is granted hereunder with respect to the original EEMBC GRINDERBENCH Software. You agree that all rights in and to enhancements, updates, and modifications effected by EEMBC, if any, to the EEMBC GRINDERBENCH Software, shall remain the sole and exclusive property of EEMBC.  Nothing contained herein shall obligate EEMBC to create any new enhancement, update or modifications to the EEMBC GRINDERBENCH Software, to make such enhancement, update or modifications available free of charge or to provide any maintenance and technical support services.

5.  Enhancements by You.  You shall have no right to independently modify, improve, or enhance the EEMBC GRINDERBENCH Software.

6.  Use of Trademark. You agree that you will not, without the prior written consent of EEMBC, use in advertising, publicity, packaging, labeling, or otherwise any trade name, trademark, service mark, symbol, or any other identification owned by EEMBC to identify any of its products or services.

7.  Delivery.  The EEMBC GRINDERBENCH Software will be available for downloading on EEMBC’s website in accordance with the current policies and procedures of EEMBC.  EEMBC reserves the right to modify such procedures in its sole and absolute discretion.

8.  Term and Termination. 

a.  Term.  The term of this Agreement shall continue so long as you are not in Default as set forth in Section 8(b).

b.  Termination.  EEMBC shall have the right to terminate this Agreement and the License granted herein if you commit an act of or are subject to any Default. A Default means any one or more of the following events: (i) you dissolve or attempt to dissolve as a corporation, partnership, or other entity; (ii) without first notifying EEMBC and receiving its prior written approval for the continuation of this Agreement, you undergo a substantial change of ownership (whether resulting from merger, acquisition, consolidation, or otherwise); or (iii) you breach a term or condition of this Agreement, including, but not limited to, a breach of the confidentiality provisions or payment provisions hereof or you assign or purport to assign any of the rights granted herein without the prior written approval of EEMBC. Upon the occurrence of a Default, this Agreement shall immediately terminate. EEMBC’s rights as set forth in this Section 8(b) are cumulative and, except as provided herein, are in addition to any other rights EEMBC may have at law or in equity.

c.  Effect of Termination. Upon the expiration or termination of this Agreement, the rights granted to you hereunder shall immediately cease and discontinue, and you shall be required to immediately return any and all materials and deliverables provided to you under this Agreement, including without limitation, the EEMBC GRINDERBENCH Software.  The provisions contained in Sections 3, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 shall survive any such termination or expiration.

9. No Warranty.  EEMBC provides no warranty for the EEMBC GRINDERBENCH Software.

10. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE EEMBC GRINDERBENCH SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE EEMBC GRINDERBENCH SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND EEMBC AND EEMBC'S LICENSORS (COLLECTIVELY REFERRED TO AS "EEMBC" FOR THE PURPOSES OF SECTIONS 10 AND 11) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE EEMBC GRINDERBENCH SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  EEMBC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE EEMBC GRINDERBENCH SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE EEMBC GRINDERBENCH SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE EEMBC GRINDERBENCH SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE EEMBC GRINDERBENCH SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EEMBC OR AN EEMBC AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.  SHOULD THE EEMBC GRINDERBENCH SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. 

11.  POTENTIAL MISUSE OF EEMBC GRINDERBENCH SOFTWARE. YOU HEREBY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE BEEN EXPRESSLY WARNED BY EEMBC THAT THE EEMBC GRINDERBENCH SOFTWARE MAY BE INCOMPATIBLE WITH THOSE MICROPROCESSORS, MICROCONTROLLERS, OR DIGITAL SIGNAL PROCESSORS THAT ARE PART OF AN APPLICATION OR END-USER PRODUCT, AND THAT SUCH MISUSE OF THE EEMBC GRINDERBENCH SOFTWARE COULD RESULT IN SIGNIFICANT PROPERTY DAMAGE AND/OR BODILY HARM.

12. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EEMBC BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE EEMBC GRINDERBENCH SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF EEMBC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.  In no event shall EEMBC's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).  The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

13.  Score Report Certification and Publication of Results.  YOU EXPRESSLY AGREE THAT THIS LICENSE DOES NOT PERMIT YOU TO PUBLICIZE OR OTHERWISE DISCLOSE OR MAKE AVAILABLE TO ANY THIRD PARTY IN ANY MANNER ANY BENCHMARK SCORES OBTAINED USING OR WITH RESPECT TO THE EEMBC GRINDERBENCH SOFTWARE, WHETHER FOR THE RELATED MICROPROCESSOR, MICROCONTROLLER, OR DSP PLATFORMS WITHOUT FIRST OBTAINING A SEPARATE MEMBERSHIP LICENSE FROM EEMBC OR SEPARATE WRITTEN APPROVAL FROM EEMBC.

14. Export Law Assurances.  You may not use or otherwise export or reexport the EEMBC GRINDERBENCH SOFTWARE except as authorized by United States law and the laws of the jurisdiction in which the EEMBC GRINDERBENCH Software was obtained.  In particular, but without limitation, the EEMBC GRINDERBENCH SOFTWARE may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.  By using the EEMBC GRINDERBENCH SOFTWARE, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

15.  Relationship of Parties.  Neither this Agreement, nor any terms and conditions contained herein, may be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

16.  Waiver.  No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.

17.  Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. 

18.  Complete Agreement; Governing Language.  This License constitutes the entire agreement between the parties with respect to the use of the EEMBC GRINDERBENCH Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.  No amendment to or modification of this License will be binding unless in writing and signed by EEMBC. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.