TERMS AND CONDITIONS
REGISTERED SAMSUNG DEVELOPER PROGRAM PARTNER AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Samsung ELECTRONICS America, INC. (“SAMSUNG”) STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS A REGISTERED SAMSUNG DEVELOPER PROGRAM PARTNER. PLEASE READ THIS REGISTERED SAMSUNG DEVELOPER PROGRAM PARTNER AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE “REGISTER” BUTTON. BY PRESSING “REGISTER” YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS “CANCEL” AND YOU WILL BE UNABLE TO BECOME A REGISTERED SAMSUNG DEVELOPER PROGRAM PARTNER.
Registered SAMSUNG DEVELOPER PROGRAM Partner Agreement
Effective Date: March 30, 2018
- Relationship with SAMSUNG. You understand and agree that by becoming a Registered SAMSUNG DEVELOPER PROGRAM Partner by signing up for the SAMSUNG DEVELOPER PROGRAM, no legal partnership, joint venture, employer/employee, or agency relationship is created between you and SAMSUNG. Neither you nor SAMSUNG is a partner, an agent or has any authority to bind the other or to incur any obligation or liability on behalf of the other. You agree that the relationship between you and SAMSUNG is that of independent contractors and you agree not to represent otherwise. You also certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to become a Registered SAMSUNG DEVELOPER PROGRAM Partner. This Agreement is void where prohibited by law and the right to become a Registered SAMSUNG DEVELOPER PROGRAM Partner is not granted in such jurisdictions.
Unless otherwise agreed or permitted by SAMSUNG in writing, you cannot share or transfer any benefits you receive from SAMSUNG in connection with being a Registered SAMSUNG DEVELOPER PROGRAM Partner. The SAMSUNG Account ID and password you use to login as a Registered SAMSUNG DEVELOPER PROGRAM Partner may not be shared in any way or with any one. You are responsible for providing and maintaining accurate and current account information, maintaining the confidentiality of your SAMSUNG DEVELOPER PROGRAM ID and password, and for any activity in connection with your account. Notwithstanding the foregoing restrictions in this Section 1, if you are the parent or legal guardian of individuals between the ages of 13 and the legal age of majority in the jurisdiction in which you reside, you may allow such individuals to share your SAMSUNG DEVELOPER PROGRAM ID and password for their use solely under your supervision and only in accordance with this Agreement. Children under the age of 13 are not permitted to share your SAMSUNG DEVELOPER PROGRAM ID and password and as not permitted to use or participate in the Service, Site, or Content (as those terms are defined below). You are responsible for such individuals’ compliance with and violations of this Agreement and any other SAMSUNG agreements.
- Developer Benefits. As a Registered SAMSUNG DEVELOPER PROGRAM Partner, you may have the opportunity to attend certain SAMSUNG DEVELOPER PROGRAM Partner conferences, technical talks, and other events (including online or electronic broadcasts of such events) (“SAMSUNG Events”). In addition, SAMSUNG may offer to provide you with certain services (“Services”), as described more fully herein and on the Registered SAMSUNG DEVELOPER PROGRAM Partner web pages or any relevant documentation (“Site”), solely for your own use (except as otherwise permitted in Section 1) in connection with your participation as a Registered SAMSUNG DEVELOPER PROGRAM Partner. Services may include, but not be limited to, Cloud Device Farm, product reviews, optimization suggestions, certification support, engagement support, prelaunch validation, as well as the offering of any content or materials displayed and provided on the Site and at SAMSUNG Events (“Content”). You acknowledge that the Services, Site, Content, and SAMSUNG Events are proprietary to SAMSUNG and its licensors, and protected to the fullest extent permissible under applicable copyright, patent, trademark and trade secret laws. You further acknowledge and agree that, as between you and SAMSUNG, SAMSUNG owns and shall continue to own all right, title and interest in or associated with the Services, Site, Content, and SAMSUNG Events, including intellectual property rights under the above referenced applicable laws. Subject to the foregoing, SAMSUNG hereby grants to you, and you accept a limited, personal, nonexclusive, nontransferable and revocable license to use and participate in the Services, Site, Content, and SAMSUNG Events only as authorized in this Agreement. The Content and any information, suggestions, advice, or recommendations obtained in connection with the Services, Site, and SAMSUNG Events do not constitute professional advice, legal or otherwise. SAMSUNG may change, suspend or discontinue providing the Services, Site and Content to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of materials without notice or liability. You may also be offered discounts on third-party good and services via the Samsung Fast Track program (collectively, “Fast Track Items”). You acknowledge and agree that: (a) Fast Track Items are from third parties; (b) you will not file and do hereby waive any right to pursue any lawsuit or other remedy against Samsung in connection with Fast Track Items; and (c) to the fullest extent possible under law, Samsung disclaims any and all responsibility for Fast Track Items.
Cloud Device Farm. Cloud Device Farm is a service where a qualifying user can conduct testing of software applications suitability or compatibility for certain SAMSUNG devices through the website. The availability and nature of the devices that SAMSUNG makes available in connection with the Cloud Device Farm service shall be posted on the website and updated from time to time. However, SAMSUNG does not guarantee that any specific device will be available at any particular time and users should check the website from time to time to see what devices are in fact available. Cloud Device Farm uses the simulation of an actual device and, as such, may not replicate exact operating conditions. Production models may vary from devices made available through the Cloud Device Farm service and therefore users are advised to test applications on production models as well as through Cloud Device Farm. Cloud Device Farm service is only available to you if you are a qualified Registered SAMSUNG DEVELOPER PROGRAM Partner, and you will only have access to the service for a specific defined period of time (which varies depending on the test device). Any recorded videos will only be stored in Cloud Device Farm for up to seven (7) days, and Samsung reserves the right to remove and/or delete any videos after such time without notice to you. Once the defined period of time has elapsed, access to Cloud Device Farm will cease and you should make sure that all your test or other data in connection with Cloud Device Farm is properly saved. By using Cloud Device Farm, you agree and acknowledge that SAMSUNG is not liable for any loss of data or software in connection with your access to the service, and that, prior to the release of any application or device into manufacture, further tests will need to be conducted in recognition of the fact that Cloud Device Farm is not a substitute for any such required tests. By Using Cloud Device Farm, You Warrant That (1) you will only use the service for testing of applications which are designed solely for use on SAMSUNG devices, (2) you will uninstall any and all software or other content which has been used in connection with the service once you have completed your session, and (3) you shall not attempt to copy, reverse engineer or decompile the Cloud Device Farm device or any technology connected with it.
- Restrictions. You agree to comply with the all applicable laws, rules, and regulations, as well as the SAMSUNG Developer Terms and Conditions and End User License Agreement (available at http://developer.samsung.com/terms-and-conditions and http://developer.samsung.com/end-user-license respectively) and any other applicable terms, conditions, policies, and agreements (“SAMSUNG Terms”) when using any developer tools, software, or programs offered by SAMSUNG in connection with your use or participation of the Services, including, without limitation, the usage policies set forth in Section 8 below. If there is any conflict between this Agreement and the SAMSUNG Terms, this Agreement will prevail as specifically related to the Service, but only to the extent of actual conflict. You agree not to exploit the Site, or any Services, SAMSUNG Events or Content provided to you as a Registered SAMSUNG DEVELOPER PROGRAM Partner, in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Services, Site or Content other than for authorized purposes. Copyright and other intellectual property laws protect the Site and Content provided to you, and you agree to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted herein or otherwise permitted in a separate agreement with SAMSUNG, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, scrape, data mine, frame, mirror, replicate, redistribute, perform, display, or in any way exploit any of the Site, Content or Services in whole or in part. You agree to treat other users of the Services respectfully. You agree that when using or participating in the Services, Site, or SAMSUNG Events, you will not defame, abuse, defraud, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity. You may not to use or participate in the Services, Site, or SAMSUNG Events to engage in any unsolicited or unauthorized advertising, spamming, or other solicitations. You agree not to use or participate in the Services, Site, or SAMSUNG Events to distribute or share any obscene, indecent, pornographic, or otherwise objectionable material, as determined in our sole discretion. You may not decompile, reverse engineer, disassemble, derive the source code of any software or security components of the Services, Site, or of the Content (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the foregoing) or attempt to do any of the same. Use of the Site, Content or Services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. SAMSUNG retains ownership of all its rights in the Site, Content, SAMSUNG Events and Services, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any SAMSUNG intellectual property.
- Confidentiality. You agree that any SAMSUNG pre-release software and/or hardware (including related documentation and materials) provided to you as a Registered SAMSUNG DEVELOPER PROGRAM Partner (“Pre-Release Materials”) and any information disclosed by SAMSUNG to you in connection with SAMSUNG Events or Paid Content (defined below) will be considered and referred to as “SAMSUNG Confidential Information”. Notwithstanding the foregoing, SAMSUNG Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of yours, (ii) information that is generally made available to the public by SAMSUNG, (iii) information that is independently developed by you without the use of any SAMSUNG Confidential Information, (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (v) any third party software and/or documentation provided to you by SAMSUNG and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.
- Nondisclosure and Nonuse of SAMSUNG Confidential Information. Unless otherwise expressly agreed or permitted in writing by SAMSUNG, you agree not to disclose, publish, or disseminate any SAMSUNG Confidential Information to anyone other than to other registered SAMSUNG DEVELOPER PROGRAM members who are employees and contractors working for the same entity as you and then only to the extent that SAMSUNG expressly permits such disclosure. Except for your authorized purposes as a Registered SAMSUNG DEVELOPER PROGRAM Partner or as otherwise expressly agreed or permitted by SAMSUNG in writing, you agree not to use SAMSUNG Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval of an authorized representative of SAMSUNG in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of SAMSUNG Confidential Information. You acknowledge that unauthorized disclosure or use of SAMSUNG Confidential Information could cause irreparable harm and significant injury to SAMSUNG that may be difficult to ascertain. Accordingly, you agree that SAMSUNG will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies it may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose SAMSUNG Confidential Information, you may make such disclosure, but only if you have notified SAMSUNG before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as SAMSUNG Confidential Information.
- Confidential Pre-Release Materials License and Restrictions. If SAMSUNG provides you with Pre-Release Materials, then subject to your compliance with the terms and conditions of this Agreement, SAMSUNG hereby grants you a nonexclusive, nontransferable, right and license to use the Pre-Release Materials only for the limited purposes set forth in this Section 6; provided however that if such Pre-Release Materials are accompanied by a separate license agreement, you agree that the license agreement accompanying such materials in addition to Sections 4 and 5 of this Agreement shall govern your use of the Pre-Release Materials. You further agree that in the event of any inconsistency between Section 4 and 5 of this Agreement and the confidentiality restrictions in the license agreement, the license agreement shall govern. You agree not to use the Pre-Release Materials for any purpose other than testing and/or development by you of a product designed to operate in combination with the same operating system for which the Pre-Release Materials are designed. This Agreement does not grant you any right or license to incorporate or make use of any SAMSUNG intellectual property (including for example and without limitation, trade secrets, patents, copyrights, trademarks and industrial designs) in any product. Except as expressly set forth herein, no other rights or licenses are granted or to be implied under any SAMSUNG intellectual property. You agree not to decompile, reverse engineer, disassemble, or otherwise reduce the Pre-Release Materials to a human-perceivable form, and you will not modify, network, rent, lease, transmit, sell, or loan the Pre-Release Materials in whole or in part.
- Paid Content License and Restrictions. As a Registered SAMSUNG DEVELOPER PROGRAM Partner, you may have access to certain proprietary content (including, without limitation, video presentations and audio recordings) that SAMSUNG may make available to you from time to time for a separate fee (“Paid Content”). Paid Content shall be considered SAMSUNG Confidential Information, unless otherwise agreed or permitted in writing by SAMSUNG. You may not share the Paid Content with anyone, including, without limitation, employees and contractors working for the same entity as you, regardless of whether they are Registered SAMSUNG DEVELOPER PROGRAM Partners. Subject to these terms and conditions, SAMSUNG grants you a limited, revocable, nonexclusive, personal and nontransferable license to access and use the Paid Content for authorized purposes as a Registered SAMSUNG DEVELOPER PROGRAM Partner; provided that you may only download one (1) copy of the Paid Content and such download must be completed within the time period specified by SAMSUNG for such download. Except as expressly permitted by SAMSUNG, you shall not modify, translate, reproduce, distribute, or create derivative works of the Paid Content or any part thereof. You shall not rent, lease, loan, sell, sublicense, assign or otherwise transfer any rights in the Paid Content. SAMSUNG and/or SAMSUNG’s licensor(s) retain ownership of the Paid Content itself and any copies or portions thereof. The Paid Content is licensed, not sold, to you by SAMSUNG for use only under this Agreement, and SAMSUNG reserves all rights not expressly granted to you. Your rights under this license to use and access the Paid Content will terminate automatically without notice from SAMSUNG if you fail to comply with any of these provisions.
- Compatibility Labs/Automated Application Testing, Technical Support Tickets, Promotion requests and Samsung Badges. As a Registered SAMSUNG DEVELOPER PROGRAM Partner, you may have access to SAMSUNG’s software and hardware compatibility testing services (“Compatibility Labs/Automated Application Testing”), developer technical support request, Promotion Requests, Samsung Badges and/or other services (collectively, the “Service(s)”) that SAMSUNG may make available to you from time to time as an SAMSUNG DEVELOPER PROGRAM Partner benefit or for a separate fee.. You agree that all use of such Services will be in accordance with SAMSUNG’s usage policies for such services, which are subject to change from time to time, with or without prior notice to you. Without limiting the foregoing, SAMSUNG may post on the Site and/or send an email to you with notices of such changes. It is your responsibility to review the Site and/or check your email address registered with SAMSUNG for any such notices. You agree that SAMSUNG shall not be liable to you or any third party for any modification or cessation of such services. As part of the Services, SAMSUNG may supply you with certain code snippets, sample code, software, and other materials (“Materials”). You agree that any Materials that SAMSUNG provides as part of the Services are licensed to you on a limited, revocable, nonexclusive, personal and nontransferable basis, and shall be used by you only in accordance with the terms and conditions accompanying the Materials. SAMSUNG retains ownership of all of its right, title and interest in such Materials and no other rights or licenses are granted or to be implied under any SAMSUNG intellectual property. You have no right to copy, decompile, reverse engineer, sublicense or otherwise distribute such Materials, except as may be expressly provided in the terms and conditions accompanying the Materials. You agree that when requesting and receiving technical support, you will not provide SAMSUNG with any information, including that incorporated in your software that is confidential to you or any third party. You agree that any notice, legend, or label to the contrary contained in any such materials provided by you to SAMSUNG shall be without effect. SAMSUNG shall be free to use all information it receives from you in any manner it deems appropriate, subject to any applicable patents or copyrights. SAMSUNG reserves the right to reject a request for any Services at any time and for any reason, in which event SAMSUNG may credit you for the rejected support request. You shall be solely responsible for any restoration of lost or altered files, data, programs or other materials provided.
- Amendment; Communication. SAMSUNG reserves the right, at its discretion, to modify this Agreement, as well as any rules, guidelines, agreements, terms and conditions, and policies referenced herein at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) (“Additional Terms”) communicated to you by SAMSUNG. All Additional Terms are hereby incorporated into this Agreement by this reference and your continued use of the Site will indicate your acceptance of any Additional Terms. In addition, SAMSUNG may be sending communications to you from time to time. Such communications may be in the form of phone calls and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding your participation as a Registered SAMSUNG DEVELOPER PROGRAM Partner. By agreeing to this Agreement, you consent that SAMSUNG may provide you with such communications.
- Term and Termination. SAMSUNG may terminate or suspend you as a Registered SAMSUNG DEVELOPER PROGRAM Partner at any time in SAMSUNG’s sole discretion. If SAMSUNG terminates you as a Registered SAMSUNG DEVELOPER PROGRAM Partner, SAMSUNG reserves the right to deny your reapplication at any time in SAMSUNG’s sole discretion. You may terminate your participation as a Registered SAMSUNG DEVELOPER PROGRAM Partner at any time, for any reason, by notifying SAMSUNG in writing of your intent to do so. Upon any termination or, at SAMSUNG’s discretion, suspension, all rights and licenses granted to you by SAMSUNG will cease, including your right to access the Site, and you agree to destroy any and all SAMSUNG Confidential Information that is in your possession or control. At SAMSUNG’s request, you agree to provide certification of such destruction to SAMSUNG. No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason. Following termination of this Agreement, Sections 1, 3-5, 7 (but only for so long as the duration specified by SAMSUNG for such usage), 10-20 shall continue to bind the parties.
- SAMSUNG Independent Development. Nothing in this Agreement will impair SAMSUNG’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, all remarks, suggestions, comments, and recommendations (“Submissions”) submitted to SAMSUNG on the Service, Site, or at Events are the property of SAMSUNG. You agree that SAMSUNG will be free to use any Submissions for any purpose, including business and marketing purposes, subject to any applicable patents or copyrights. You agree that you will not make a claim against SAMSUNG and that SAMSUNG shall not incur any liability as a result of any similarities that may appear in future SAMSUNG services, offerings, or operations.
- Use of Trademarks, Logos, etc.
- You agree to follow SAMSUNG’s Guidelines for Using SAMSUNG Trademarks and Copyrights as published on SAMSUNG’s website at www.samsung.com (“Trademark Guidelines”) and as may be modified from time to time. You agree not to use any of the “SAMSUNG” marks or Logos or any other marks belonging or licensed to SAMSUNG in any way except as expressly authorized in writing by SAMSUNG in each instance or as permitted in SAMSUNG’s Trademark Guidelines. You agree that all goodwill arising out of your authorized use of SAMSUNG’s marks shall inure to the benefit of and belong to SAMSUNG.
- While you are a member of the SAMSUNG DEVELOPER PROGRAM and subject to the terms and conditions set forth in this Agreement, you hereby grant to SAMSUNG a limited, non-exclusive, non-transferable, royalty-free, without the right to sublicense, license to use your registered trademarks as provided to SAMSUNG by you (the “Marks“) throughout the World, solely on the SAMSUNG DEVELOPER PROGRAM website. SAMSUNG shall comply with all applicable laws and regulations pertaining to use of the Marks. All goodwill arising from use of Marks by SAMSUNG will inure your benefit. SAMSUNG will not use the Marks in any manner that will disparage you or otherwise damage your goodwill in the Marks. Upon written notice from you of your objection to any improper or incorrect use of the Marks, SAMSUNG shall promptly correct or change such usage. You shall have the sole right and discretion to bring proceedings alleging infringement of the Marks or unfair competition related thereto.
- No Warranty. SAMSUNG AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, “SAMSUNG” FOR PURPOSES OF SECTIONS 13, 14, and 15) DO NOT PROMISE OR GUARANTEE THAT THE SITE, CONTENT, SERVICES (INCLUDING, FUNCTIONALITY OR FEATURES OF THE FOREGOING), , SAMSUNG EVENTS, COMPATIBILITY LABS/AUTOMATIC APPLICATION TESTING, PROMOTION REQUESTS , SAMSUNG BADGES AND/OR OTHER SERVICES OR ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE AS A REGISTERED SAMSUNG SAL PARTNER (COLLECTIVELY, THE “SERVICE” FOR PURPOSES OF SECTIONS 13, 14, and 15) WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. WE MAKE NO GUARANTEES OR PROMISES ABOUT YOUR APPLICATION OR THAT ANY GOALS OR RESULTS WILL BE ACHIEVED. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. SAMSUNG CANNOT ENSURE THAT ANY CONTENT (INCLUDING FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. FURTHER, SAMSUNG DOES NOT GUARANTEE ANY RESULTS OR IDENTIFICATION OR CORRECTION OF PROBLEMS AS PART OF THE SERVICE AND SAMSUNG DISCLAIMS ANY LIABILITY RELATED THERETO. SAMSUNG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAMSUNG DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, AND ANY INFORMATION OBTAINED THEREON. YOU RELY ON THE SERVICE AND ANY INFORMATION OBTAINED THEREFROM AT YOUR OWN RISK. YOUR SOLE REMEDY AGAINST SAMSUNG FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. SAMSUNG HAS NO OTHER OBLIGATION OR RESPONSIBILITY TO YOU. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. To the extent that SAMSUNG makes any pre-release or other products, services or information related thereto available to you as a Registered SAMSUNG DEVELOPER PROGRAM Partner, you understand that SAMSUNG is under no obligation to provide updates, enhancements, or corrections, or to notify you of any product or services changes that SAMSUNG may make, or to publicly announce or introduce the product(s) or service at any time in the future.
- Disclaimer of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL SAMSUNG BE LIABLE WITH RESPECT TO THE SERVICE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT, MISREPRESENTATION, PERSONAL INJURY, PRODUCT LIABILITY, INFRINGEMENT OR OTHERWISE, WHETHER OR NOT SAMSUNG HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SAMSUNG SHALL NOT BE LIABLE FOR ANY LOSS, MISUSE, OR UNAUTHORIZED DISCLOSURE OF DATA OR ANY BREACH OF SECURITY ASSOCIATED WITH ANY APPLICATIONS THAT ARE DEVELOPED IN WHOLE OR IN PART BY YOU, REGARDLESS OF THE FORM OF ACTION OR BASIS OF ANY CLAIM. SHOULD YOU CHOOSE TO COMMUNICATE OR MEET DIRECTLY WITH OTHER USERS OF THE SERVICE, WE ARE NOT RESPONSIBLE FOR THOSE COMMUNICATIONS OR ANY MEETINGS THAT MAY TAKE PLACE BETWEEN YOU AND OTHER USERS OF THE SERVICE. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, SAMSUNG IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE, SAMSUNG’S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS ($50.00).
- Indemnification. You will indemnify, release and hold harmless SAMSUNG, and any party acting on SAMSUNG’s behalf, from and against any and all third party claims, actions, liabilities, losses, damages, judgments, costs and expenses, including reasonable attorneys’ fees arising out of or related to (i) your use of or participation in the Services, Site, Content, and SAMSUNG Events, (ii) any application developed in whole or in part by you in connection with this Agreement, (iii) any breach of this Agreement by you, (iv) any violation of any laws, regulations or rules, or the rights of any third party by you in connection of your use of or participation in the Services, Site, Content, and SAMSUNG Events.
- Export Control. You may not use or otherwise export or re-export any SAMSUNG Confidential Information received from SAMSUNG except as authorized by United States law and the laws of the jurisdiction in which the SAMSUNG Confidential Information was obtained. In particular, but without limitation, the SAMSUNG Confidential Information may not be exported or re-exported (a) into any U.S. embargoed countries 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 becoming a Registered SAMSUNG DEVELOPER PROGRAM Partner or using any SAMSUNG Confidential Information, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use any SAMSUNG Confidential Information for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.
- Dispute Resolution. This Agreement, including all revisions and amendments thereto, is governed by and construed in accordance with the laws of California, without regard to its conflict or choice of law principles. By using the Service, you unconditionally consent and agree that: (i) any claim, dispute or controversy (whether in contract, tort, or otherwise) you may have against any SAMSUNG entity, the officers, directors, agents and employees of any SAMSUNG entity (the “SAMSUNG Entity(ies)”) arising out of, relating to, or connected in any way with the Service or the determination of the scope or applicability of this clause, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (ii) this clause is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (iii) the arbitration shall be held in San Jose, California; (iv) the arbitrator’s decision shall be controlled by the terms and conditions of this Agreement and any other agreements referenced herein that you have agreed to in connection with the Service; (v) the arbitrator shall apply California law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (vi) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable SAMSUNG Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and you will not file or participate in a class action against us; (vii) the arbitrator shall not have the power to award punitive damages against you or any SAMSUNG Entity; (viii) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any SAMSUNG Entity exceed One Hundred Twenty-Five US Dollars (US$125), and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, SAMSUNG agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, SAMSUNG will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive; and (ix) with the exception of subsection (vi) above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subsection (vi) above is found to be invalid, unenforceable or illegal, the entirety of this arbitration provision shall be null and void, and neither you nor SAMSUNG shall be entitled to arbitrate the dispute. For more information on JAMS and/or the rules of JAMS, visit their website at jamsadr.com. .
- Government End Users. Certain SAMSUNG Confidential Information may be considered “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
- Miscellaneous. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of SAMSUNG, and no single waiver will constitute a continuing or subsequent waiver. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of SAMSUNG. Any non-conforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon SAMSUNG unless made in writing and signed by an authorized representative of SAMSUNG. The parties hereto confirm that they have requested that this Agreement and all attachments and related documents be drafted in English.