License Agreement

PLEASE CAREFULLY READ ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS License Agreement ("AGREEMENT") BEFORE YOU ("YOU") ACCESS AND/OR USE the Software Package (as defined below) and/or Documentation (as defined below) from this website or other MediaTek Inc. ("MediaTek") website (collectively this "Website"). ANY ACCESS AND/OR USE OF THE SOFTWARE PACKAGE AND DOCUMENTATION ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY ACCESSING OR USING ANY PART OF THE SOFTWARE PACKAGE AND/OR DOCUMENTATION, YOU ACCEPT AND AGREE (ON BEHALF OF YOURSELF AND/OR YOUR COMPANY OR ORGANIZATION) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH THEN COMMENCES WITH EFFECT AS A LEGAL AGREEMENT BETWEEN YOU AND/OR YOUR COMPANY OR ORGANIZATION (AS APPLICABLE) AND MEDIATEK. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS, OR USE THE SOFTWARE PACKAGE AND DOCUMENTATION. 
MEDIATEK RESERVES ITS RIGHT, AT ANY TIME, TO CHANGE OR MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY POSTING NEW OR REVISED TERMS AND CONDITIONS TO THIS WEBSITE. IF YOU DO NOT AGREE TO THE NEW OR MODIFIED TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT CONTINUE TO USE OR ACCESS THE SOFTWARE PACKAGE AND DOCUMENTATION. ANY ACCESS AND/OR USE OF THE SOFTWARE PACKAGE AND/OR DOCUMENTATION AFTER MEDIATEK POSTS NEW OR MODIFIED TERMS AND CONDITIONS INDICATES THAT YOU ACCEPT THE NEW OR MODIFIED TERMS AND CONDITIONS.  
YOU ACKNOWLEDGE AND AGREE THAT, FROM TIME TO TIME, SOME OF THE SOFTWARE PACKAGE OR DOCUMENTATION ("MATERIALS") YOU DOWNLOAD OR HAVE ACCESS TO FROM THIS WEBSITE MAY CONTAIN AND BE SUBJECT TO THIRD PARTY OR OPEN SOURCE SOFTWARE LICENSES ("THIRD PARTY LICENSES").  BY DOWNLOADING, ACCESSING OR USING SUCH MATERIALS, YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF SUCH THIRD PARTY LICENSES.  IN THE EVENT OF CONFLICTS BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF THE THIRD PARTY LICENSES CONTAINED IN ANY MATERIALS, THE TERMS AND CONDITIONS OF SUCH THIRD PARTY LICENSES SHALL PREVAIL BUT ONLY WITH RESPECT TO THE MATERIALS CONTAINING SUCH THIRD PARTY LICENSES.

1. Definitions
1.1 “Affiliate” means a corporation, company or other entity which: (a) is controlled by MediaTek; (b) controls MediaTek; or (c) is under common control with MediaTek. For the purpose of this definition, “control” means that more than fifty percent (50%) of the shares or ownership interest representing the voting right for the election of directors or persons performing similar functions for such a corporation, company or entity are owned or controlled, directly or indirectly, by the controlling entity. Such corporation, company or entity shall be deemed to be an Affiliate so long as such ownership or control exists. 
1.2 “Application” means a software or hardware developed by You using the Software Package or Documentation for specific use with the devices which incorporate MediaTek’s chipsets and/or system and under Your own trademark and/or brand, including, in respect of such software programs or hardware, all bug fixes, enhancements, modifications, new releases, new versions, revisions, supplements, updates and upgrades.
1.3 “Confidential Information” has the meaning given in Section 5.1.
1.4 “Documentation” means any technical specifications, development guideline, hardware schematics, hardware diagrams, technical layout and other specifications or documentation that MediaTek may make available or provide to You from this Website relating to or for use in connection with the Software Package or MediaTek’s chipsets.
1.5 “ MediaTek” means MediaTek Inc., a company organized and existing under the laws of the Republic of China, having its principal office at No. 1, Dusing Road 1, Science-based Industrial Park, Hsin-Chu City, Taiwan, R.O.C.
1.6 “Open Source Software” means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.
1.7 “Software Package” means the APIs (Application Programming Interface), applications, data, files, libraries, materials, IDE (Integrated Development Environment), sample code, software (source code and object code), simulators, and tools provided or made available to You from this Website for use in connection with the development of Applications, including any Updates that MediaTek may provide or make available. 
1.8 “Updates” means, in respect of the Software Package or Documentation or any part of the Software Package or Documentation, bug fixes, enhancements, modifications, new releases, new versions, supplements, updates or upgrades.
1.9 “You” means the person(s) or entity using the Software Package and/or Documentation, or otherwise exercising rights under this Agreement.

2.  Term
The term of this Agreement commences at the time it becomes effective in the manner described above and continues until terminated by either party in accordance with Section 9 ("Term").

3.  Grant of License and Restrictions 
3.1 Subject to the provisions of this Agreement, MediaTek grants and You accept, a limited, non-exclusive, non-transferable, non-sublicensable, and terminable (under Section 9 hereof ) license, under MediaTek’s intellectual property rights in and to the Software and Documentation, during the Term to:
(a) install a reasonable number of copies of the Software Package on computers that You owns, for use internally solely for the purpose of developing or testing Applications; 
(b) use and copy the Software Packagesolely for the purpose of internally developing or testing Application for specific use with the devices which incorporates MediaTek’s chipsets (“Licensed Product”) ; and
(c) make a reasonable number of copies of the Documentation for use internally and solely for the purpose of developing or testing Applications for specific use with the Licensed Product. 
Each copy will include all notices and legends embedded in the Software Package and Documentation. 
3.2 You must ensure that MediaTek’s or any third party’s copyright disclaimers and other proprietary notices that appear in the Software Package and Documentation are retained and reproduced in full in all copies of the Software Package and Documentation that You make as permitted under this Agreement.
3.3 You must not sell, redistribute, rent, lease, lend all or any part of the Software Package and Documentation, or enable or allow others to do such things except as explicitly set forth in Sections 3.1(d) or 3.1(e) or in the Third Party Licenses. You must not use the Software Package and Documentation for any purpose that is not expressly permitted under this Agreement. As a condition to the license granted in Section 3.1 above, You shall not (and shall not allow any third party to) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying algorithms of the Software Package provided to You in object code form by any means whatsoever, or disclose any of the foregoing, except to the extent such restriction is expressly prohibited by applicable laws and not waivable thereunder.
3.4 Except for the limited license granted to You in this Agreement, all rights, title, and interest in and to the Software Package and Documentation that are made available to You under this Agreement remain, at all times, the sole and exclusive property of MediaTek or, for third party software contained in the Software Package, such third party. You agree to cooperate with MediaTek to maintain MediaTek and such thirty party's ownership of the Software Package and Documentation, and You agree to promptly provide notice of any claims or threatened claims relating to the Software Package and Documentation. Apart from the license rights expressly set out in this Agreement, MediaTek does not grant to You and You does not receive, whether by implication, estoppel or otherwise, any ownership right, title or interest nor any security interest or other interest in any intellectual property rights relating to the Software Package and Documentation, nor in any copy of any part of the foregoing, nor any other licenses, immunity or rights, express or implied.
3.5 The foregoing is subject always to, among other things, the following consideration from You:
(a) You hereby grant MediaTek, its Affiliates, and/or subcontractor a non-exclusive, non-transferable, world-wide, perpetual, royalty-free, fully paid up, license, under Your intellectual property rights related thereto, to use, copy, modify, distribute and exploit in all possible ways such Modification.  For the avoidance of doubt, You are not obliged to deliver the Modification to MediaTek; and  
(b) You hereby covenant to defend, indemnify and hold MediaTek, its Affiliates and/or subcontractors harmless from any and all claims, losses and damages (including without limitation reasonable attorneys fees) arising from the Modification violating or infringing any third party intellectual property or proprietary rights.
3.6  Except as otherwise permitted under this Agreement, nothing in this Agreement grants You any right to use any of MediaTek’s trademarks, trade names, copyrights, service marks, logos, domain names, patents, trade secrets, other brand features distinctive to MediaTek and/or other intellectual property, which remain, at all times, the sole and exclusive property of MediaTek.
3.7  MediaTek may, at any time without notice, extend, enhance, or otherwise modify the Software Package and Documentation. If MediaTek makes available Updates, such Updates will be governed by this Agreement (unless a separate license is provided with the Updates, in which case the terms of that license will govern the Updates). You acknowledge that MediaTek has no obligation, whether express or implied, to announce or make available any Updates. 

4.  Conditions and Requirements 
4.1 You acknowledge and agree that the Applications shall comply with the conditions and requirements set out below, as modified by MediaTek from time to time:
(a) Applications shall comply with all applicable laws and regulations (including the laws and regulations of any jurisdiction in which the Applications are offered or made available). You must not design or market Applications for the purpose of violating any legal rights of any person or legal entity (including but not limited to privacy rights). 
(b) You shall also ensure that the Applications do not and will not violate, misappropriate, or infringe any copyright, patent, design, trademark, trade secret, privacy or publicity rights, or any proprietary, intellectual property or other legal right of MediaTek or any third party and the embodying of such content in any Application, does not infringe upon any proprietary or intellectual property rights of any third party. You should be solely responsible for such third party contents embodied in the Application and You agree and acknowledge that MediaTek has no responsibility or liability relating to such third party contents.
(c) Applications must not contain content or materials of any kind (including, but not limited to, text, graphics, images, photographs, sounds, etc.) that are illegal or objectionable (for example, materials that may be considered obscene, pornographic or defamatory).
(d) Applications must not contain any material, component or code which could damage, destroy, unduly burden or adversely affect software, firmware, hardware, data, systems, services, or networks.
(e) If an Application or Licensed Product includes any Open Source Software, You must comply with all licensing terms applicable to such Open Source Software. However, You shall separate the portion of the Open Source Software from the portion of the Software Package in the Application or Licensed Product and shall not cause the portion of the Software Package in the Application or Licensed Product to be subject to the licensing terms applicable to such Open Source Software. 
4.2 You acknowledge and agree that use of the Software Package and Documentation is subject to the following conditions:
(a) You will only use the Software Package and Documentation for the purposes and in the manner expressly permitted under this Agreement;
(b) You will not use the Software Package and Documentation for any unlawful or illegal activity;
(c) You will not develop any Application that would constitute or facilitate the commission of any crime, or any tortious, unlawful, or illegal act;
(d) You will develop any Application in compliance with the Documentation and all other requirements set out in this Agreement;
(e) You will not create or enable others to create, whether by using the Software Package or otherwise, any Application or other program that would disable, hack or otherwise interfere with any authentication, content protection, digital signing, digital rights management, security or verification mechanisms implemented in or by the Software Package, or other MediaTek’s software, services or technology; 
(f) You agree that any information or technology that You provide or disclose to MediaTek in connection with this Agreement, including without limitation, information about the Applications, will be freely used and disclosed by MediaTek without restriction and without notifying or providing compensation to You. You release MediaTek from all liabilities and obligations that may arise from the receipt, review, use, or disclosure of such information or any part of it. Any physical materials You submit to MediaTek will become the property of MediaTek and MediaTek is not obliged to return such materials to You or to certify the destruction of such materials; and
(g) You agree that You are solely responsible (and that MediaTek has no liability or responsibility to You or to any third party) for any breach of Your covenants and obligations under this Agreement or any applicable laws and regulations, or for the consequences of any such breach (including any loss or damage which MediaTek or any third party may suffer).
4.3. You shall warrant that You have full power and authority to enter into this Agreement.

5.  Confidentiality and Press Release
5.1 You acknowledge and agree that the Software Package (including all test versions of the Software Package), Documentation and any other information provided by MediaTek constitute "Confidential Information" for the purposes of this Agreement, unless MediaTek expressly indicates otherwise. Notwithstanding the foregoing, Confidential Information does not include: (a) information that is generally and legitimately available to the public through no fault or breach by You, (b) information that MediaTek makes generally made available to the public without restriction, (c) information that You independently develop without use of any Confidential Information, or (d) information that You lawfully obtain from a third party who had the right to transfer or disclose the information to You without limitation, the licensing terms of which do not contain obligations of confidentiality.
5.2 You must protect Confidential Information using a degree of care that is no less than that which You use to protect Your own confidential information of the same or similar importance (and in any event, no less than a reasonable degree of care). You may use Confidential Information solely for the purpose of exercising Your rights and performing Your obligations under this Agreement and You must not use Confidential Information for any other purpose, or for Your own or any third party’s benefit, without the prior written consent of MediaTek. You may disclose Confidential Information to the extent required by law, provided that You take reasonable steps to notify MediaTek of the relevant requirement prior to disclosing the Confidential Information and You take reasonable steps to obtain protective treatment against disclosure of the Confidential Information. 
5.3 Upon mutually agreeing to the terms and method of issuance of a written announcement with MediaTek, You may issue a press release relating to the Application and the relationship of the parties.

6.  DISCLAIMER OF WARRANTY
6.1 MEDIATEK MAKES NO WARRANTIES WITH RESPECT TO THE LICENSE GRANTED TO YOU HEREUNDER, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE AND MEDIATEK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PUPOSE AND NON-INFRINGEMENT. MEDIATEK SHALL NOT BE RESPONSIBLE FOR ANY SOFTWARE PACKAGE AND/OR DOCUMENTATION RELEASED MADE TO YOUR SPECIFICATION OR CONFORMING TO A PARTICULAR STANDARD OR OPEN FORUM. FURTHER, MEDIATEK DOES NOT REPRESENT OR WARRANT THAT ANY PORTION OF THE SOFTWARE PACKAGE AND DOCUMENTATION IS FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE SOFTWARE PACKAGE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND FROM MEDIATEK. YOUR USE OF THE SOFTWARE PACKAGE AND/OR DOCUMENTATION IS AT YOUR OWN DISCRETION AND RISK.
6.2 YOU ACKNOWLEDGE THAT SOFTWARE PACKAGE AND DOCUMENTATION MAY BE SUBJECT TO IMPORT, EXPORT, AND/OR RE-EXPORT RESTRICTIONS UNDER THE LAWS AND REGULATIONS OF RELATED JURISDICTIONS. YOU SHALL NOT EXPORT, RE-EXPORT, IMPORT OR OTHERWISE SELL, TRANSFER, DIRECTLY OR INDIRECTLY, SOFTWARE PACKAGE AND/OR DOCUMENTATION ACQUIRED HEREUNDER EXCEPT IN STRICT COMPLIANCE WITH ALL SUCH APPLICABLE LAWS AND REGULATIONS. YOU EXPRESSLY AGREE THAT SOFTWARE PACKAGE AND DOCUMENTATION SHALL NOT BE DOWNLOADED, TRANSFERRED OR OTHERWISE EXPORTED/IMPORTED OR RE-EXPORTED INTO (OR TO A NATIONAL OR RESIDENT OF) ANY EMBARGOED COUNTRIES, NOR TO ANYONE ON RELATED DENIAL LISTS, INCLUDING BUT NOT LIMITED TO THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S TABLE OF DENIAL ORDERS. YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF, ANY SUCH COUNTRY, OR ON ANY SUCH LIST. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT SOFTWARE PACKAGE AND DOCUMENTATION PROVIDED HEREUNDER SHALL NOT BE EXPORTED, RE-EXPORTED, OR TRANSFERRED TO ANY END-USER ENGAGED IN ACTIVITIES, OR FOR ANY END-USE, DIRECTLY OR INDIRECTLY RELATED TO THE DESIGN, DEVELOPMENT, PRODUCTION, USE, OR STOCKPILING OF WEAPONS OF MASS DESTRUCTION (E.G., NUCLEAR, CHEMICAL, OR BIOLOGICAL WEAPONS, MILITARY AND THE MISSILE TECHNOLOGY TO DELIVER THEM).  YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU WILL COOPERATE WITH MEDIATEK AND/OR RELATED APPLICABLE JURISDICTIONS TO PROVIDE ALL THE NECESSARY ASSISTANCE, INFORMATION AND DOCUMENTS TO PROVE YOUR COMPLIANCE WITH THIS SECTION.
6.3 You hereby acknowledge that the Software Package provided under this Agreement might include software from one or more third parties (e.g. open source or proprietary, collectively as "Third Party Software") and the use of such shall be in accordance with the terms and conditions of this Agreement unless otherwise specified in the third party software license agreement accompanying such Third Party Software. You expressly acknowledge that it is Your sole responsibility to obtain from any third party all proper licenses contained in the Software Package. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, MEDIATEK HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAWS, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
6.4 Notwithstanding anything contained herein to the contrary, You understand and acknowledge that the payment payable to MediaTek hereunder does not include royalties or fees payable based on adherence of any Application or Licensed Product to published standards, and any such fees are the sole responsibility of You and You have the sole responsibility to procure license of any intellectual property right for the Application or Licensed Product to comply with such published standards.

7.  LIMITATION OF LIABILITY
MediaTek’s entire liability to You arising out of or in connection with a particular version of Software Package or Documentation shall not exceed the aggregate amount of license fee paid by You to MediaTek for such Software Package or Documentation. Notwithstanding the foregoing, MediaTek’s entire liability in the aggregate for its breach of the terms Agreement shall not exceed the aggregate amount of license fee paid by You to MediaTek for the twelve (12) months preceding the event giving rise to the first breach. TO THE FULLEST EXTENT ALLOWED AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, MEDIATEK SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY THROUGH YOU FOR PERSONAL INJURY OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL 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 IN RELATION TO THIS AGREEMENT, YOUR USE OF THE SOFTWARE PACKAGE AND DOCUMENTATION, OR YOUR DEVELOPMENT OF APPLICATIONS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MEDIATEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. YOUR UNDERSTSANDING, ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS AGREEMENT ARE THE LEGAL BASIS AND CONSIDERATION FOR THE LICENSES GRANTED UNDER IT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, SO THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU IN SUCH JURISDICTIONS TO THE EXTENT PROHIBITED BY RELEVANT MANDATORY LAWS.

8.  Indemnity
8.1 To the fullest extent permitted by law, You agree to indemnify, defend and hold harmless MediaTek, its Affiliates, directors, officers, employees, independent contractors and agents (each an "Indemnified Party") from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation reasonable attorneys fees) (collectively "Losses") incurred by a Indemnified Party as a result of Your  breach of this Agreement, any claims that the Applications and/or Modifications violate or infringe any third party intellectual property or proprietary rights, or otherwise related to or arising from Your use of the Software Package, Documentation, or the Applications or Your development or distribution of Applications. 
8.2 You acknowledge that the Software Package and Documentation are not intended to be used in the development of any Application or Licensed Products where death, personal injury, or severe physical or environmental damage could result from errors or inaccuracies in the content, data or information provided by the Application or Licensed Products or the Application or Licensed Products failing. To the extent permitted by law, You agree to indemnify, defend and hold harmless each Indemnified Party from any Losses incurred by such Indemnified Party as a result of Your use of the Software Package and/or Documentation in the development of any such Applications or Licensed Products. 
8.3 You must not enter into a settlement or like agreement with any third party that affects MediaTek's rights or binds MediaTek in any way related to or arising from Your use of the Software Package or Documentation without the prior written consent of MediaTek.

9. Termination
9.1 Right to Terminate. 
This Agreement and all rights granted by MediaTek hereunder will automatically terminate without notice: 
(a) by MediaTek: (i) if You have breached any terms of this Agreement; or (ii) if MediaTek is required by law to terminate this Agreement or the rights granted by MediaTek hereunder; 
(b) by either party for any reason or no reason upon thirty (30) days prior written notice to the other party. 
MediaTek will have no liability to pay compensation or damages, or to provide an indemnity, of any kind as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement is without prejudice to any other right or remedy that MediaTek may have, now or at any time in the future.
9.2 Consequences of Termination
Upon the termination of this Agreement: (a) all rights granted to You in this Agreement will terminate; (b) You shall promptly stop using the Software Package and Documentation and return the Software Package and Documentation to MediaTek or destroy all electronic copies of the Software Package and Documentation and provide written certification of such destruction to MediaTek. The provisions of Sections 1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 4, 5, 6, 7, 8, 9.2 and 10 will survive the expiration or termination of this Agreement. 

10. General 
10.1 Assignment. 
You may not assign this Agreement, in whole or in part, without MediaTek’s prior written consent, and any attempt to do so without such consent shall be void. MediaTek may assign this Agreement without Your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10.2 Relationship of Between You and MediaTek. 
This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal relationship between You and MediaTek, and You must not represent the existence of any such relationship, whether expressly, by implication or otherwise.
10.3 Development by MediaTek. 
Nothing in this Agreement limits or otherwise affects MediaTek's right to acquire, develop, license, market, promote, or distribute any product or technology that performs the same or similar functions as the Applications or any other products or technologies that You develops, markets, promotes or distributes, or that otherwise competes with the Applications or such products or technologies.
10.4 Audit.
In consideration for determining Your compliance with its obligation under this Agreement, MediaTek shall have the right to audit relevant records containing information regarding Your exercise of Your right or performance of Your obligation during regular business hours.
10.5 Notices. 
Any notices or other communication to be made to MediaTek pursuant to this Agreement must be made in writing and will be deemed to have been fully given or made when: (a) personally delivered; or (b) three (3) days after being mailed via commercially reputable overnight delivery service, to the following address: 
MediaTek: MediaTek Inc. 
No. 1, Dusing Rd. 1, Hsinchu Science Park, Hsinchu City, Taiwan 300, R.O.C.
You agree to receive notices and other communications to be made to You pursuant to this Agreement by posting on this Website and You agree that any notices that MediaTek posts on this Website will satisfy any legal communication requirements. 
10.6 No Waiver. 
Failure by MediaTek to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of MediaTek’s rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions or the right to take action in respect of a subsequent default by You in the performance or compliance with any of the terms and conditions set forth in this Agreement. 
10.7 Remedies.
You acknowledge that any disclosure, use or misappropriation of Confidential Information of MediaTek in violation of this Agreement would cause MediaTek irreparable harm for which there may be no adequate remedy at law. Accordingly, You agree that MediaTek shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies otherwise available to MediaTek at law or in equity.
10.8 Governing Law. 
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to any conflict-of-laws rules. 
10.9 Entire Agreement. 
This Agreement contains the entire agreement between You and MediaTek with respect to the use of the Software Package and Documentation licensed hereunder and supersedes all existing agreements and all other oral, written or other communications between You and MediaTek concerning this subject matter. If any provision of this Agreement (or any portion thereof) is invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not be affected or impaired. 
