Terms and Conditions - TechInsights forLicensing Entities
1.

Proprietary Rights

Under this Agreement TechInsights provides Company(including affiliates of Company, meaningentities undercommon control with Company) with the Service as
more fully described in this Agreement and theCompany receives access to Technology Analysis which
is either sent directly tothe Company or is accessed byCompany through a TechInsights’ proprietary accessportal (collectively, the “Content Access Tool”). The
Content Access Tool makes Technology Analysis andother content available by making it viewable, which
content viewed thereby may not be saved or printed,
exceptas permitted below (the “Service”). “Technology
Analysis” comprises all technical and businessinformation obtained or generated by TechInsights
and/or that is made available via the Content AccessTool, and includes but is not limited to information
obtained by TechInsights from marketanalysis, analysis
of parts procured, samples prepared, images captured,schematic
diagrams produced,
test
results
documented of semiconductor or electronics circuits,
processes, orsystems, products torn down, except that it
does not include Customer Data (defined below).
“Customer Data” means any information or datacollected byTechInsights or by the Content Access Tool
with regard to Company’s use of the Service, including,but not limited to usage patterns, TechnologyAnalysis
accessed or viewed by Company, sale of reports,
images, schematics, tables, etc. to Company. All
copyright, proprietary, and other intellectual property
rights to the Content Access Tool, any Technology
Analysis, and collected Customer Data will reside with
TechInsights and/orthe creators thereof. The individual
authors of various aspects of the Technology Analysis
hold moral rights in the Technology Analysis, which are
not waived. TechInsights reserves the right to re- useand re-sell any Technology Analysis. TechInsights
warrants that TechInsights shall solely use theCustomer Data for the purposes of providing theServices and other support to Company.

obligations of confidentiality at least as restrictive
as those set forth below in Section 5.Company may
substitute a previously unauthorized user for an
Authorized User provided that the number ofAuthorized Users does not exceed the maximum
permitted of 25, unless specified as otherwise inwriting in this Agreement, or other applicableagreement, and provided that Company changes
the designated username and password for each
newlydesignated Authorized User.
b. Company must use the Content Access Tool in theway that the tool is designed to be used andspecifically must not modify, reverse engineer,
disassemble or decompile or create derivative
works based on software programs or dataassociated with the Content Access Tool andtechnology Analysis;c. Company may only access, distribute, copy andreproduce any Technology Analysis as permitted
and set out in this Usage Clause and may not use it
any way not explicitly provided for herein;d. Unlessexpressly
agreedotherwiseanddocumented in the Agreement:i.

The license granted hereunder, revocable inaccordance with the terms hereof, is a “Rightto
View” license only, and Company, and its
Authorized Users, shall solely be granted
permission to view Technology Analysisonly
except as may be permitted otherwisehereinor as agreed to otherwise in advance and inwriting by TechInsights; for clarity, none ofCompany and its Authorized Usersmay save,download, print, copy, distribute,publish, ordisclose or make available to any third partyanyTechnology
Analysiswithout
TechInsights’ prior written consent, except
as permitted hereby.

ii.

Company may only use Technology Analysis
for one, and only one, of the following (the“Permitted Purposes”): (I) for assessing
whether or not additional license rights forExternal Purposes (defined below) shall bepurchased; OR (II) a limited technicalanalysis to determine mode of functionality
and construction, including layout, materials,
and cost, provided that no information fromthe limited technical analysis is used in any
way for any External Purpose. For any use ofa
Technology Analysis that is an External
Purpose, including their use in association
with the preparation of claim charts,
establishing or confirming infringement, anduse in communication of such infringement
and/or evidence thereof to any third party, orin
any way for intellectual property licensing
discussions or litigation, Company must
purchase
additional
licenserights.

iii.

Company may make up to three (3) hardcopies of subject matter from any given

2. License, Distribution & Use
TechInsights grants to Company, during the Term(defined below), a non-exclusive, non-transferable,
revocable, limited license (without the right tosublicense – except as expressly permitted) to usethe
Content Access Tool in the manner designed and to use
the Technology Analysis, in accordance with thefollowing, adherence to ALL of which is theresponsibilityof Company (the “Usage Clause”):
a. The Service may only be used by “Authorized
Users” which are defined as employees orcontractors of the Company authorized byCompany to access the Content Access Tool andwho have been supplied a user account andpassword by Company, and who are subject toAppendix – Terms and Conditions | TechInsights Inc. 2022

Technology Analysis for a Permitted
Purpose, provided that no more than isnecessary to achieve the Permitted Purpose
is copied at any given time, and any suchcopiesare
immediately
destroyed
thereafter.
iv.

v.

Unless expressly permitted, Company may
not provide access to the Content AccessTool, or to any Technology Analysis, to any
person who is not an Authorized User,
except that Company may provide access to
the Content Access Tool, or to a copy of aTechnology Analysis made in accordancewith Section 2.d.iii. above, to persons
advising Company, who are not adverse toCompany, solely for a Permitted Purpose.
For greater certainty, the sale, lending, ordisclosure to any third party of theTechnology Analysis, or any portions
thereof, whether or not for financial
compensation or tangible or intangible
benefit, is deemed not to be for a purpose
solely associated with Company’s businessand is prohibited absent Company firstobtaining
writtenapprovalof
TechInsights).
Solely to the extent expressly permitted inthis Agreement, Company may sublicense
to person advising Company, and who is notadverse to Company, its rights under subparagraphs (a) (b) and (c) of this Section,
provided that such sublicense is forpurposes solely associated with Company’sbusiness and that the entity to whom its
rights have been sublicensed agrees to bebound by Sections 1, 2, 5, 6, 8.b. and 9.b of
this Agreement.

e. “External
Purposes”
includesanycommercial or business use that requires adisclosure of any Technology Analysis, or
portion thereof, to a third party and/or
includes any use associated with the
preparation of claims charts, comparison ofTechnology Analyses to patents or otherthird party technical information, or use inassociation with intellectual property
licensing discussionsor litigation (including
pre-litigation), including any disclosure to
any third party of any of the foregoing
and/or any allegation or confirmation of
infringement based on, determined from,or supported by, a Technology Analysis,
directly or indirectly, whether or not in
respect of any licensing negotiations or
litigation (includingpre-litigation).
3. Term
The initial term of this Agreement (the “Initial
Term”)shall run from the Start Date to the End Date
set forth inthe Agreement. Unless otherwise set
forth in in theAgreement, the Initial Term shallbe automatically renewed for additional oneyear periods (each a “Renewal Term”), provided
however: (i) either party mayprovide the other party
Appendix – Terms and Conditions | TechInsights Inc. 2022

a notice of non-renewal no lessthan thirty (30) days
prior to the end of the Initial Term or Renewal
Term, as applicable; (ii) TechInsights reserves
the right to increase the fees for any RenewalTermon at least sixty (60) days prior notice toCompany. The Initial Term together with all
RenewalTerms (or portions thereof) is referred toherein as theTerm.
4. Technology Analysis Derived
Engineering and Liability

fromReversea.

Company acknowledges that devices andcomponents analyzed by TechInsights arecomplex and that while TechInsights takescommercially reasonable measures to ensurethat its analysis work is carried out to a highstandard and seeks to present complete andaccurate Technology Analysis information, it isnotpossibletoguarantee
absolutecompleteness or accuracy of that information,
and accordingly, TechInsights makes norepresentation or warranty about its
work/written report. Company acknowledges
the absence of any representation or warrantyof
any kind, and agrees to accept all deliverablesfrom TechInsights “as is/where is.”b.

TechInsights undertakes to correct omissions
and errors that are identified, including carryingout additional re-work. Company agrees andacknowledges that its obligation to makepayment under this agreement is set out in theagreement and in Section 5, below.

c.

In no event shall the amount of TechInsights’
liability hereunder, whether as a compensatory
payment or the cost of re-work, exceed theaggregate amount payable by Company to
TechInsights hereunder, within the 12 months
preceding the incident giving rise to a liability.

5. Confidential Informationa.

b.

The Parties agree that all Technology Analysis,aswell as information derived therefrom,
including comparison to third-party devices or
activities, as well as any assessment or
determination of infringement of any patent orother intellectual property right based on orderived from a Technology Analysis, including
confirmation
thereof,shallconstitute“Confidential Information”.
The Company agrees that it shall not use
Confidential Information for any purpose otherthan to carry out one, and only one, of thePermitted Purposes. The Company shall notdisclose or permit disclosure of any Confidential
Information to third parties or to its employees,
other than Authorized Users or persons
described in Section 2.d.ii. above, and for whose
actions in violation of this Agreement, theCompany agrees that it shall remainresponsible.
The Company agrees that it shall take allreasonable measures to protect the secrecy ofand avoid disclosure or use of the Confidential
Information to persons not authorized under
this Agreement to have such information. The
Company further agrees to notify TechInsights

c.

6.

in writing of any actual or suspected misuse,misappropriation or unauthorized disclosure ofConfidential Information as soon as possible
after
it
becomes
aware
thereof.
Notwithstanding the above, theCompany shallnot have liability with regard toany Confidential
Information to the extent it canprove (a) it was in
the public domain at the timeit was disclosed or
has entered the publicdomain through no faultof the Company in breach of this Agreement; (b)it was known to the Company at the time of
disclosure, as demonstrated by files in existenceat the time ofdisclosure; (c) it is disclosed with theprior written approval of TechInsights; (d) it
becomes known to the Company, without
restriction, from an independent source,
without breach of this Agreement and not in
violation of the disclosing party’s rights; (f) isdisclosed generally to third parties by
TechInsights without restrictions similar to
those contained in this Agreement; or(g) is disclosed pursuant to an order or
requirement of law, regulation, a court or similar
governmental body that is not related to an
External Purpose, provided that the Company
shall provide prompt notice of such court order
or requirement to TechInsights to enable
TechInsights to seek a protective order orotherwise prevent or restrict such disclosure.
The Company and TechInsights each agree that(a) the terms herein are necessary andreasonable in order to protect TechInsights andits business, (b) due to the unique nature of theConfidential Information, monetary damages
would not necessarily, or on their own, be
adequate to compensate TechInsights for any
breach of this Agreement by the Company, (c)any such violation or threatened violation shallcause irreparable injury to TechInsights, and (d)in addition to any other remedies that may beavailable, in law, in equity or otherwise,
TechInsights shall be entitled to injunctive relief,
as well as other equitable relief, against thethreatened breach of this Agreement or thecontinuation of any such breach, without thenecessity of proving actual damages or of
posting any bond. In addition to any otherremedy provided by law or equity, including theabove injunctive relief under this Section 5.c.,
TechInsights may claim, at its sole option, andCompany hereby agrees to be liable for,damages in the amount of 1.5X the price thehighest reasonable price it would charge to any
customer for a given Technology Analysis for eachdisclosure to a third-party provided access tosuch given Technology Analysis that resulted
froma breach of this Agreement.

Export Control and Sanctions Compliance
Company acknowledges that the information,
data, technology, software, products, and/or
services obtained from TechInsights may besubject to the export control and economic
sanctions laws and regulation of the UnitedStates, European Union, Canada, and otherrelevant jurisdictions (the “Export Control and
Sanctions Laws”). By accessing or downloading
Appendix – Terms and Conditions | TechInsights Inc. 2022
a.

b.

7.

TechInsights information, data, technology,
software, products, and/or services you certifythat you and your organization are eligible toreceive such items under applicable Export
Control and Sanctions Laws, will not use suchitems in breach of or contrary to Export Control
and Sanctions Laws, and, further, that you andyour organization are not: (i) located, resident,
operating, or organized in a country or territory
subject to, or whose government is subject to,comprehensive U.S. sanctions (currently
including Cuba, Crimea Region of Ukraine, Iran,North Korea, Venezuela, or Syria) ("Sanctioned
Territory"); (ii) identified on any list of restricted
parties targeted under U.S., EU, Canadian, or
multilateral sanctions, including, but not limited
to, the U.S. Department of the Treasury, Office ofForeign Assets Control’s List of Specially
Designated Nationals and Blocked Persons, theU.S. Department of Commerce’s Entity or Denied
Persons Lists, the EU Consolidated list of persons,groups and entities subject to EU financial
sanctions, or the Consolidated CanadianAutonomous Sanctions List; or (iii) owned orcontrolled by, or acting on behalf of, or at thedirection of, any of the foregoing.
Company may not export, re-export, transfer,
retransfer, sell, supply, or allow access to or useof the information, data, technology, software,
products, and/or services obtained from
TechInsights to any prohibited or unauthorizedparties or in breach of Export control and
Sanctions Laws, or in any way that would expose
any person to the risk of any adverse measures
pursuant to any Export Control and Sanctions
Laws. Diversion contrary to U.S. or other laws is
prohibited.

Invoicing, Payment Terms, and Project Scope and
Schedule
a. Currency: All prices are quoted in US dollars anddo not include applicable taxes.
b. Invoicing: Invoicing will be annual in advanced
unless otherwise provided for in this Agreement.
c. Prices, taxes, etc.: If any tax, public charge, duty
or tariff, or increase therein, is or shall beassessed or imposed on TechInsights, on the
goods or services on any sale, delivery or otheraction taken hereunder, each such charge shallbe paid by Company and shall be additional toany price quoted by TechInsights.
d. Terms: Payment terms will be as per invoice,unless otherwise noted. Account payment terms
can be confirmed with your TechInsights Sales
contact.
e. Late Payments: Interest will be charged on all
overdue accounts at 1.5% per month (18% perannum) in US dollars.
8. Cancellation and Terminationa. Either party may cancel a subscription during
the Term by giving the other party not less than
thirty (30) days’ prior written notice.
TechInsights may cancel this Agreement, withimmediate effect upon written notice toCompany, if Company breaches a material

b.

c.

d.

provision of this Agreement, including nonpayment of invoiced amounts due.
TechInsights may immediately terminate thisagreement when, in TechInsights’ reasonable
judgment, TechInsights determines that
Company has, in its use of TechInsights’
information, data, technology, software,
products, and/or services, breached Section 6of this Agreement, and/or violated, or exposed
TechInsights to the risk of penalties under, any
applicable Export Control and Sanctions Laws.
TechInsights will not have any liability toCompany, and Company will not be entitled to
any total or partial refund, for any terminationof the Agreement in these circumstances.
Company will be charged for all fees due during
the Term regardless of whether Company
accesses or uses, or cancels the Service during
the Term, or whether TechInsights cancels thesubscription due to material breach of thisAgreement by Company.
Upon termination of the subscription for any
reason, Company shall promptly remove ordelete all software and data related to theService from all computer equipment andelectronic memories and return all tangible
copies of Technology Analysis to TechInsights.

9. Mutual Indemnification
a. TechInsights shall at its own expense, defend
Company in any action, suit or proceeding by athird party alleging that the Service infringes ormisappropriates any intellectual property rights
of such third party (an “IP Claim”) and shallindemnify and hold Company harmless fromand against any settlement amounts agreed inwriting by TechInsights and/or any losses,
damages, expenses or costs (including but notlimited to reasonable attorneys’ fees) awarded tosuch third party against Company by a court or
tribunal of competent. As conditions for suchdefense and indemnification by TechInsights,(i) Company shall notify TechInsights promptly
in writing upon becoming aware of any IP
Claim; (ii) Company shall give TechInsights solecontrol of the defense and settlement of IP
Claims; (iii) Company shall cooperate fully with
TechInsights in the defense or settlement ofsuch IP Claims; and (iv) Company shall notsettle any IP Claims without TechInsights’
written consent, or compromise the defense ofany such IP Claims or make any admissions in
respect thereto.
b. Company shall indemnify, defend and holdharmless TechInsights from and against all
liabilities, damages, claims, losses, costs andexpenses, including reasonable attorneys’ fees,
arising, directly or indirectly, out of or inconnection with acts or omissions giving rise toa breach of this Agreement or any of therepresentations or warranties contained herein.
10. Entire Agreement
a. The terms and conditions outlined in thisAgreement supersede any and all priorunderstandings and agreements, whether
written or oral, between TechInsights andAppendix – Terms and Conditions | TechInsights Inc. 2022

b.

c.

d.

Company, save that any Mutual Non-Disclosure
Agreement remains in effect with regard to thesubject matter of that agreement.
These terms and conditions cannot be modified
or amended by any other or subsequent
document or agreement, unless a writtenagreement referencing this Agreement isprovided and signed by an authorized
representative from both TechInsights andCompany.
If any provision of this Agreement is held by acourt of competent jurisdiction to be contrary tolaw, the provision shall be modified by the court
and interpreted so as best to accomplish theobjectives of the original provision to the fullest
extent permitted by law, and the remaining
provisions of this agreement shall remain in
effect.
This Agreement shall not be assigned by either
Company or TechInsights without the otherparty’s prior written consent.

11. Force Majeure
TechInsights shall not be liable for any loss ordamage arising, directly or indirectly, through or asa consequence of, or any delay in the fulfillment ofor failure to fulfill an order for any cause beyond
TechInsights’ reasonable control including, without
limitation, any act of God, government regulation ororder, inability to obtain from or curtailment of
TechInsights’ then existing sources of supply ofenergy, raw materials, or components, water
shortage, explosion, fire, flood, civil commotion,
terrorist act, war (whether or not declared), inability
to obtain labor, lockout, strike, or other labor
trouble. In any such event, TechInsights may
terminate this Agreement in whole or in part, ordelay performance thereunder, and shall give
Company notice of such election. Company agrees
to pay TechInsights for services rendered to up to
and including the date of notice of such election, prorata for the expired Term of the agreement to thedate of such notice.
12. Miscellaneousa. The parties consent and agree that theconstruction, interpretation and enforcement of
this Agreement shall be governed by the lawsof
the Province of Ontario, Canada, and further
consent and agree that the courts of theProvince of Ontario, Canada shall haveexclusive
jurisdiction over any claim or dispute arisingunder or related to this Agreement, and eachparty consents to the personal jurisdiction andvenue therein. This Agreement may be signed incounterparts.
b. Notices under this Agreement shall be in writing
and shall be addressed to the Legal Departmentof the relevant party.