LICENSE AGREEMENT FOR QUALCOMM SNAPDRAGON DEVELOPER TOOLS
IMPORTANT: This License Agreement for Qualcomm Snapdragon Developer Tools (this “Agreement”) is a legally binding agreement between Qualcomm Technologies, Inc. (“QTI”) and the person or legal entity You represent (referred to herein as “You” or “Your”). QTI is willing to license to You the applicable Qualcomm Snapdragon Developer Tool(s) that You have selected (individually or collectively, along with any Documentation (as defined below) related thereto, the “Software”), on the condition that You accept and agree to all of the terms and conditions in this Agreement.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, OR BY USING OR COMPLETING THE DOWNLOAD OR INSTALLATION OF THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, QTI IS UNWILLING TO AND DOES NOT AND WILL NOT LICENSE THE SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, USE, OR RETAIN ANY COPIES OF THE SOFTWARE, EVEN IF YOU HAVE IN ANY MANNER COME INTO POSSESSION OF IT, UNLESS YOU HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH QTI THAT EXPRESSLY SUPERSEDES THIS AGREEMENT.
The Software is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. The Software is licensed, not sold.
QTI and You agree as follows:
1. LICENSE GRANT.
1.1 License to Software. Subject to the terms and conditions of this Agreement, including the limitations, conditions, restrictions and obligations set forth below, QTI hereby grants to You a personal, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, limited copyright license, during the term of this Agreement to, in accordance with the documentation made available by QTI in connection with the applicable Qualcomm Snapdragon Developer Tool (the “Documentation”), if any: (i) download, install and use, on an internal basis only (except as expressly permitted with respect to Redistributables in accordance with Section 1.3 below), the Software solely for the design, development and testing of applications that are compatible with products of QTI or its affiliates, and (ii) distribute, in machine-readable (i.e., object code) form only, the binaries that You develop and incorporate into Your application.
1.2 Documentation. Subject to the terms and conditions of this Agreement, including the limitations, conditions, restrictions and obligations set forth below, You may reproduce and use, on an internal basis only, a reasonable number of copies of the Documentation, solely in support of the license to the Software. Distribution of the Documentation is prohibited without the express written permission of QTI.
1.3.1 License to Redistributables. QTI may from time to time identify, e.g., in a notice file included with the Software or in a separate written agreement, certain portions of the Software as redistributable (the “Redistributables”). In addition to the license set forth in Section 1.1 (License to Software) and subject to the terms and conditions of this Agreement, including the limitations, conditions, restrictions, and obligations set forth below, QTI hereby grants to You a personal, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, limited copyright license, during the term of this Agreement, to copy and redistribute, through multiple tiers of distribution, the Redistributables, solely as compiled into object code as part of Your application, expressly condition on the following: (i) Your application provides significant primary functionality to the Redistributables; (ii) You guarantee the compliance of Your agents or other authorized distributors of Your application with the terms and conditions of this Agreement; (iii) You shall not under any circumstances distribute, or enable any third party to distribute, the Redistributables in human readable (i.e., source code) form or on a standalone basis in any form; and (iv) You comply with Section 1.3.2 (EULA Requirements) below.
1.3.2 EULA Requirements for Redistributables. As a condition of distributing the Redistributables in accordance with Section 1.3.1 (License to Redistributables) above, You must restrict such recipients’ use of such Redistributables under a binding end user license agreement, enforceable in the jurisdictions in which Your application is made available, that is at least as restrictive with respect to the Redistributables as this Agreement and, at minimum: (i) limits such recipients’ license to use the Redistributables solely as compiled into object code as part of Your application; (ii) expressly disclaims QTI’s liability to any third party for any damages, whether direct, indirect, incidental, or consequential, in connection with such license; (iii) identifies QTI as an intended third party beneficiary of such agreement; (iv) informs such recipients that the delivery of Your application shall not convey or otherwise provide any rights under any patents of QTI or any of its affiliates; (v) imposes any additional requirements in compliance with the terms of any applicable third-party license in accordance with Section 1.5 (Third Party Licenses and Additional QTI Licenses); and (vi) prohibits modification, reproduction, creation of derivative works, decompilation, or reverse-engineering of the Redistributables (collectively, Your “EULA”);
1.3.3 License to Sample Code. QTI may, in its sole discretion, provide certain Redistributables, such as sample code and header files, in human readable (i.e., source code) form (collectively “Sample Code”). If (and only if) QTI provides such Sample Code to You, then, in accordance with and in addition to the licenses set forth in this Section 1.3.1 (License to Redistributables), You may copy and modify the Sample Code in part or as a whole, compile into object code the Sample Code and modifications thereto, and reproduce and distribute such compiled object code as part of Your application, each solely in accordance with the Documentation and the other provisions of this Agreement.
1.4 Additional Software. QTI hereby reserves the right to provide or otherwise make available, at its discretion, additional software to You from time to time. Any additional software or documentation that QTI provides to You by express reference to this Agreement will be considered to be part of the Software or Documentation, as the case may be, hereunder, and subject to all terms and conditions of this Agreement. By accepting, possessing or using such additional software or documentation, which shall include without limitation any related plug-ins as QTI may directly or indirectly distribute as well as related web applications used to generate image resources, You agree that the terms of this Agreement will apply thereto.
1.5 Third Party Licenses and Additional QTI Licenses.
(a) The Software may contain third party programs. The license terms associated with those programs apply to Your use of them, and in some instances such programs cannot be used or further distributed without a license from the respective owner of such programs. You shall be solely responsible to obtain, if necessary, a separate and independent license from such owner with respect to any such use. The delivery of the Software does not convey a license, nor imply any rights, to use third party programs. A separate and independent license for such use may be required and You shall be solely responsible to verify whether such license is needed in conjunction with Your use of such third party programs.
(b) The Software may contain additional programs that are licensed by QTI and its affiliates. The license terms associated with those programs are available when You first access the applicable program, apply to Your use of them, and in some instances such programs cannot be used or further distributed without Your agreement. The delivery of the Software does not convey a license, nor imply any rights, to use such additional programs.
1.6 Bug Reports and Other Feedback. You agree to report to QTI all bugs You experience or encounter with the Software and You agree that QTI shall have the right to use, without attribution or compensation to You, all feedback (of any nature) which QTI receives or otherwise obtains from You, in any form, to improve, enhance or modify the Software or otherwise.
1.7 Pre-commercial Software Releases. You acknowledge that the Software may be a prerelease, beta or experimental version and may not be at the level of performance and compatibility of a final product. The Software may not operate correctly and may be substantially modified prior to first commercial shipment, or may be withdrawn completely.
2.1 Retention of Rights. As between You and QTI, QTI hereby retains all right, title, and interests in and to the Software, including without limitation all copyrights, patent rights, trademark rights and all other intellectual property rights therein or related thereto. Subject to QTI’s ownership rights in and to the Software, You shall retain the copyright rights in and to any modifications to the source code portions of the Software that are made by You as permitted by this Agreement. This Agreement does not convey or otherwise provide to You title or any ownership rights or interests in or to any intellectual property rights of QTI or its affiliates, including but not limited to (1) those incorporated in the Software or any component of the Software, or (2) any QTI patents, patent applications, works of authorship, trade secrets, knowhow, ideas, or any other subject matter protectable under intellectual property rights laws of any jurisdiction. As between You and QTI, QTI is the sole and exclusive owner of and retains all right, title and interest in and to all QTI software, including, without limitation, the items set forth in (1) and (2) above and all intellectual property rights in each of the foregoing. Neither the delivery of any Software nor any provision of this Agreement (including, without limitation, the rights and licenses granted by QTI to You in Section 1 (License Grant) shall be deemed or construed to grant to You either expressly, by implication, by way of estoppel, or otherwise any right, license, or authority to infringe or immunity from infringement liability under (i) any of QTI’s or its affiliates’ patents, including, without limitation, any patents covering or relating to the Software, other software, or any wireless telecommunications technology (such as, CDMA, WCDMA, OFDMA, OFDM, etc.) or any broadcast technology (such as MediaFLO, DVB-H, ISDB-T, etc.), or (ii) any non-patent intellectual property rights of QTI or its affiliates covering or relating to (a) any product or invention other than the Software or (b) any combination of any Software or QTI software with any other product or invention. Any rights not expressly granted to You herein are hereby reserved by QTI. The foregoing limitations shall in no way be deemed a derogation of the express rights granted by QTI in Section 1 (License Grant) to You.
2.2 Restricted Use. Except as otherwise expressly provided in Section 1 (License Grant) above, You may copy the Software only for backup purposes. You shall reproduce and include all copyright and other proprietary notices that are on the original copy of the Software on any copies of the Software that are made. You shall not, and You shall not authorize or otherwise permit any third party to, incorporate, link, distribute or use any third party software or code in conjunction with (i) the Software (ii) any software, products, documentation, content or other materials developed using the Software, nor (iii) any derivative works that You make using the source code portions of the Software (if any), in such a way that: (a) creates, purports to create or has the potential to create, obligations with respect to the Software or other QTI software, including without limitation the distribution or disclosure of any source code; or (b) grants, purports to grant, or has the potential to grant to any third party any rights to or immunities under any QTI intellectual property rights or proprietary rights, including without limitation as such rights exist in or relate to the Software. Without limiting the generality of the foregoing, You shall not engage in any act or failure to act, that enables, causes or facilitates any use or distribution of the Software or any third-party software in a manner that causes any patents, copyrights or other intellectual property rights owned or controlled by QTI or any of its affiliates (or for which QTI or any of its affiliates has received license rights) to become subject to any encumbrance or terms and conditions of any Open Source License. The rights granted by QTI in Section 1 (License Grant) are expressly conditioned upon Your full compliance with the foregoing sentence. As used herein, “Open Source License” means any agreement that requires, as a condition of use, modification and/or distribution of any software or other software incorporated into, derived from or distributed with such software (each, a “work”), any of the following: (a) the making available of source code, object code or design information regarding a work; (b) the granting of any permission or other right for creating modifications to or derivative works regarding a work; or (c) the granting of any royalty-free license rights to any party under any patents or other intellectual property rights regarding a work. By means of example and without limitation, “Open Source License” includes the following licenses and/or distribution models: (i) the GNU General Public License, (ii) the GNU Lesser General Public License, and (iii) the Mozilla Public License. You may not use the Software and may not accept this Agreement if You are a person barred from receiving the Software or other materials under the laws of the United States or any other country including the country in which You are resident or from which You use the Software.
2.3 Additional Restrictions. You will not: (i) reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code version of the Software, except if and only to the extent expressly permitted by applicable law; (ii) except as expressly permitted by QTI in a separate written agreement, use the Software and/or Documentation to create or develop any developer tools (including without limitation plug-ins and middleware) or any software other than end-user targeted software applications; (iii) make more copies of the Software and/or Documentation than specified in this Agreement or allowed by applicable law despite this limitation; (iv) transfer or assign this Agreement or any of the rights, duties or obligations hereunder; (v) except as expressly permitted in this Agreement, rent, lease, loan or otherwise in any manner provide or distribute the Software and/or Documentation or any copy of thereof to any third party; or (vi) except as expressly permitted under Section 1 (License Grant), reproduce, distribute, publicly perform, publicly display or create derivative works of or based on the Software and/or Documentation. You may not include in Your Applications (x) any content or materials of any kind (text, graphics, images, photographs, video, sounds, etc.) that comprise, constitute or depict profanity, nudity, pornographic images or explicit sexual themes, defamatory or libelous statements or material considered illegal or objectionable, or (y) any malware malicious or harmful code, program or other internal component (e.g., computer viruses, Trojan horses, “backdoors” etc. that could damage, destroy or adversely affect other software, firmware, hardware, data, systems, services or networks. You shall not use the Software and/or Documentation to create or develop any application that invades, violates or infringes the copyrights, patent rights, trade secrets, trademark or service mark rights, privacy, publicity, or any other rights of any person or entity, or constitutes a libel or defamation of any third party. In addition, You agree not to design or develop any application based on the use of the Software in a manner so as to, or with the objective to, damage any wireless device, computer, network, or any feature or function of a wireless device, computer or network based on the use of such application. You represent and warrant that You have obtained all necessary permission and licenses from all copyright holders, if any, in material or code appearing, used or recorded in any application that You create or develop with the Software and/or Documentation. The license to the Software and Documentation granted to You hereunder is solely as expressly set forth in Section 1 (License Grant) and the Software and Documentation shall not be used for any other purpose or use.
3. CONFIDENTIALITY. The Software and all related information are confidential and proprietary to QTI. Except as expressly permitted in this Agreement, You shall not disclose or permit the disclosure of the Software or any information relating to the Software (including without limitation the results of use or testing) to any third party without QTI’s prior written permission. Unauthorized use or disclosure of the Software and/or such information would cause irreparable harm and significant injury to QTI that would be difficult to ascertain or quantify; accordingly, You agree that QTI shall have the right to obtain injunctive or other equitable relief to enforce the terms of this Agreement without limiting any other rights or remedies.
4. NO TECHNICAL SUPPORT. QTI is under no obligation to provide any form of technical support for the Software and/or Documentation, and if QTI, in its sole discretion, chooses to provide any form of support or information relating to the Software and/or Documentation, such support and information shall be deemed confidential and proprietary to QTI.
5. CONSENT TO COLLECTION AND USE OF DATA. You understand and agree that the Software may send to QTI and/or its affiliates and service providers certain technical and related information, including but not limited to: (i) information about the end users’ desktop and mobile devices such as make, model, operating system name and version and kernel version, (ii) information about the Software used, such as the Software version, (iii) information about the developer application and information created during its interaction with the Software, such as start and stop dates and times, and other general usage information, and (iv) the IP address used by the end user’s device, for the purpose of allowing the QTI servers to infer the country of use (but not the exact location) (collectively “Statistics”). You further understand and agree that QTI and/or its affiliates and service providers may collect and use Statistics: (a) to provide the Software, (b) to facilitate the provision of new products, updates, enhancements, technologies, and other services, (d) to improve the Software, and other products, services and technologies of QTI or its affiliates, and for any other business purpose.
6. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE AND DOCUMENTATION IS AT YOUR SOLE RISK. THE SOFTWARE, DOCUMENTATION AND TECHNICAL SUPPORT, IF ANY, ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, QTI AND ITS LICENSOR(S) AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. QTI DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR DOCUMENTATION WILL BE CORRECTED. FURTHERMORE, QTI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QTI OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY REPRESENTATION OR WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL QTI, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE AND/OR DOCUMENTATION, EVEN IF QTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. QTI HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU HARMLESS UNDER THIS AGREEMENT. IN NO EVENT SHALL QTI’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE) EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000) OR THE EQUIVALENT THEREOF IN ANY OTHER CURRENCY.
8. INDEMNITY. If an application is written by You using any component of the Software and such application is used, distributed, or otherwise deployed, then You agree to indemnify and hold QTI, its subsidiaries and affiliates and each of their respective officers, directors, employees and successors and assigns (each, a “QTI Indemnitee”) harmless from and against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each QTI Indemnitee (including but not limited to costs of defense, investigation and reasonable attorney’s fees) arising out of, resulting from or related to (i) any use, reproduction or distribution of the Software (or portion thereof), as modified or integrated by You, which causes an infringement of any patent, copyright, trademark, trade secret, or other intellectual property, publicity or privacy right of any third parties arising in any jurisdiction anywhere in the world, except and solely to the extent such infringement is caused by the unmodified Software, or portions thereof, as supplied to You by QTI under this Agreement, (ii) the download, distribution, installation, storage, execution, use or transfer of such application or software, products, documentation, content, materials or derivative works related to such application by any person or entity except and solely to the extent such infringement is caused by the unmodified Software, or portions thereof, as supplied to You by QTI under this Agreement, (iii) any breach of laws or regulations by You and/or (iv) any breach of this Agreement by You. If and as requested by QTI, You agree to defend each QTI Indemnitee in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing.
9. TERM AND TERMINATION. This Agreement shall be effective upon acceptance by You and shall continue until terminated. You may terminate the Agreement at any time by deleting and destroying all copies of the Software and all related information in Your possession or control; provided that You also inform QTI in writing at that time of such termination. This Agreement terminates immediately and automatically, with or without notice, if You fail to comply with any provision hereof. Additionally, QTI may at any time terminate this Agreement, either with or without cause, upon notice to You. Upon termination You must delete or destroy all copies of the Software and Documentation in Your possession, and the license and other rights granted to You in this Agreement shall terminate. Sections 2 through 14 shall survive the termination of this Agreement.
10. EXPORT COMPLIANCE ASSURANCES. You acknowledge that all hardware, software, source code and technology (collectively, "Products") obtained from QTI are subject to the US government export control and economic sanctions laws. You assure that You, Your subsidiaries and affiliates will not directly or indirectly export, re-export, transfer or release (collectively, "export") any Products or direct product thereof to any destination, person, entity or end use prohibited or restricted under US laws without prior US government authorization to the extent required by applicable regulation. The US government maintains embargoes and sanctions against certain countries, currently Cuba, Iran, North Korea, Sudan and Syria, but any amendments to the countries under a US embargo or sanction shall apply. You acknowledge that other countries may have trade laws pertaining to import, use, export or distribution of Products, and that compliance with the same is Your responsibility. You further acknowledge that You are not a person or entity that is listed on any United States Government list of prohibited or restricted parties. This section shall survive the expiration or termination of this Agreement.
11.GOVERNMENT END USERS. If You are acting on behalf of an agency or instrumentality of the U. S. government, the Software and Documentation, as applicable, are "commercial computer software" and "commercial computer software documentation" developed exclusively at private expense by QTI. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Software is governed by the terms of this Agreement.
12. USE OF QTI NAME AND LOGO. You shall not display or make any use of QTI’s name or logos in connection with Your Application without the prior written approval of QTI.
13. GENERAL. This Agreement is governed and interpreted in accordance with the laws of the State of California without giving effect to its conflict of laws provisions that would result in the application of the laws of a different state. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply. Any claim, lawsuit or proceeding arising out of or related to this Agreement must be brought exclusively in a federal or state court located in San Diego County, California, and You hereby consent to the jurisdiction and venue of such courts. If any provision of this Agreement shall be invalid, the validity of the remaining provisions of this Agreement shall not be affected.
14. ENTIRE AGREEMENT; AMENDMENT; LANGUAGE. This Agreement is the entire and exclusive agreement between QTI and You with respect to the Software and supersedes all prior agreements (whether written or oral) and other communications between QTI and You with respect to the Software and Documentation. Except to the extent that QTI is expressly precluded by applicable law, QTI further reserves the right to make changes to this Agreement, to reflect changes in business practices or to reflect changes in or required by law or otherwise, by providing You with reasonable notice of the changes, which notice may be sent in writing or electronically or which may be made by posting notice of the change at https://developer.qualcomm.com/snapdragon-developer-tools-license. You will be responsible for reviewing and becoming familiar with any and all such changes. If You continue to use the Software after notice of any change has been provided or posted, You shall be deemed to have accepted any and all such changes. Otherwise, this Agreement may be modified only by a written amendment executed by both You and QTI. This Agreement is entered into solely in the English language, and if for any reason any other language version is prepared by any party, it shall be solely for convenience and the English version shall govern and control in all respects. If You are located in the province of Quebec, Canada, the following applies: The parties hereby confirm they have requested this Agreement and all related documents be prepared in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.
BY CLICKING ON THE “ACCEPT” BUTTON BELOW, OR BY USING OR COMPLETING THE DOWNLOAD OR INSTALLATION OF THE SOFTWARE, YOU REPRESENT, WARRANT AND CERTIFY THAT: YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE LEGAL ENTITY YOU REPRESENT; YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT; YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY YOU REPRESENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.