General Download Click Agreement
The Agent has offered the Information to help you understand compliant usage of the HDMI® brands, trademarks, logos, and slogans (the “Adopted Trademarks”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
(1) The Information may only be used by HDMI Founders, HDMI Adopters, and their authorized distributors and resellers of HDMI licensed products. Recipient hereby represents and warrants that it is an HDMI Founder, an HDMI Adopter, or a distributor and reseller of HDMI licensed products that has been authorized by one or more HDMI Founders and/or HDMI Adopters.
(2) Subject to Recipient’s strict adherence with the terms and conditions contained in this clickwrap, Agent hereby grants Recipient a limited non-sublicensable license, under the Agent’s copyrights in and to the Information, to copy and use the Information for the sole purpose of using the Adopted Trademarks in accordance with the Information. Except as expressly set forth herein, no license under any patent, copyright, trade secret, trade mark or other intellectual property right is granted to Recipient. In the event of any breach of Recipient’s obligations under the Information or hereunder, Agent may terminate the license described above with immediate effect.
(3) Recipient hereby represents and warrants that the information entered by it above is correct and true.
(4) Warranty Disclaimer.
ALL INFORMATION, MATERIALS, TRADEMARKS, SERVICES, AND OTHER ITEMS PROVIDED BY AGENT AND/OR ANY FOUNDER HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. ALL WARRANTIES (EXPRESS, IMPLIED AND STATUTORY), INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE HEREBY EXPRESSLY DISCLAIMED. AGENT AND THE FOUNDERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO INTEROPERABILITY, FUNCTIONALITY, RELIABILITY AND/OR SECURITY.
(5) Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENT AND/OR THE HDMI FOUNDERS BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOST DATA, THIRD PARTY CLAIMS, OR ANY DIRECT, SPECIAL, INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE CUMULATIVE LIABILITY OF AGENT AND/OR THE HDMI FOUNDERS FOR ALL CLAIMS (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) RELATED TO THIS AGREEMENT, THE SPECIFICATION PORTION, ANY SUBJECT OF THIS AGREEMENT AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED BY AGENT AND/OR THE HDMI FOUNDERS SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU FOR THE SPECIFICATION PORTION, INFORMATION, MATERIALS AND/OR SERVICES AT ISSUE. YOU AGREE THAT SUCH AMOUNT IS SUFFICIENT TO SATISFY THE ESSENTIAL PURPOSE OF THIS AGREEMENT AND THAT SUCH A LIABILITY IS A FAIR AND REASONABLE ESTIMATE OF ANY LOSS AND DAMAGE THAT MAY BE CAUSED BY COMPANY AND THE HDMI FOUNDERS.
THE INFORMATION, MATERIALS AND SERVICES PROVIDED REFLECT THIS ALLOCATION OF RISK AND YOU AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL ELEMENT OF THIS AGREEMENT, WITHOUT WHICH COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
IN THE EVENT THAT THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE HELD NOT TO APPLY, THE LIABILITY AGENT AND THE HDMI FOUNDERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
(6) Jurisdiction, Venue, Relief, and Assignment.
This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to or application of conflicts of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and any other similar convention shall not apply. Any legal action relating to this Agreement or its subject matter will be brought solely in the federal or state courts of the Northern District of California, and You hereby irrevocably consent to the exclusive jurisdiction and venue thereof. You may not assign this Agreement nor Your participation in the Program.
(7) Injunctive Relief.
You agree that Your, or Your employees’, violation or threatened violation of these terms and conditions will cause the Agent and The HDMI Founders to suffer irreparable harm and agree that Agent and The HDMI Founders will therefore be entitled to injunctive and other equitable relief to enforce this Agreement. You and Your affiliates and subsidiaries are solely responsible for any products and services sold by You and for any obligations to Your customers. You agree to indemnify and hold Agent and The HDMI Founders harmless against all claims, loss, liability, damages and expenses (including attorneys' fees) incurred by Agent and The HDMI Founders as a result of the products and services sold by You and/or Your failure to meet obligations to Your customers.