SanDisk® Global Customer Support (India)

COMMERCIAL END USER LICENSE AGREEMENT

IMPORTANT–READ CAREFULLY: THIS COMMERCIAL END USER LICENSE AGREEMENT (“EULA”) IS A BINDING AGREEMENT BETWEEN LICENSOR, OR A THIRD PARTY AUTHORIZED BY LICENSOR (“AUTHORIZED THIRD PARTY”) AND THE INDIVIDUAL OR ENTITY THAT ACCEPTS THIS EULA (“LICENSEE”). IN THIS EULA, IF LICENSEE RESIDES IN NORTH AMERICA, “LICENSOR” MEANS WESTERN DIGITAL TECHNOLOGIES, INC., A DELAWARE CORPORATION OR, IF LICENSEE RESIDES OUTSIDE OF NORTH AMERICA, “LICENSOR” MEANS SANDISK INTERNATIONAL LIMITED, A COMPANY ORGANIZED UNDER THE LAWS OF IRELAND, WITH A PLACE OF BUSINESS AT UNIT 100, LAKESHORE DRIVE, AIRSIDE BUSINESS PARK, SWORDS, COUNTY DUBLIN, IRELAND. THIS EULA GOVERNS LICENSEE’S LICENSE GRANT AND AUTHORIZATION TO INSTALL AND USE THE SOFTWARE (AS DEFINED BELOW). THE SOFTWARE BEING PROVIDED IN CONNECTION WITH THE EULA IS OFFERED ON THE CONDITION THAT LICENSEE FIRST ACCEPTS THE TERMS AND CONDITIONS OF THIS EULA. THE TERMS AND CONDITIONS OF THIS EULA MAY BE ACCEPTED BY LICENSEE CLICKING A BOX INDICATING ACCEPTANCE OR BY DOWNLOADING, USING OR INSTALLING THE SOFTWARE. IF LICENSEE DOES NOT ACCEPT THIS EULA (AND AGREE TO ALL ITS TERMS), LICENSEE SHOULD NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. ANY PERSON ACCEPTING THESE TERMS ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO LEGALLY BIND THAT ENTITY.

1. SOFTWARE. The term “Software” in this EULA refers to software programs, device, drivers, data and/or other information delivered to Licensee in connection with this EULA, together with any bug fixes and/or updates related thereto.

2. LICENSE GRANT
2.1 Subject to the terms and conditions contained herein (including the License Grant restrictions in Section 3 below) and Licensee’s timely payment of all Software licensing fees, Licensor grants to Licensee a limited, non-exclusive, non-sublicenseable, non-transferable (to the extent such restriction is permitted by applicable law), perpetual (unless otherwise specified in a Licensor quote, order acknowledgement or invoice) right under Licensor’s intellectual property rights to install and use the Software in executable object code form only on Authorized Devices (defined below) solely for the Licensee’s internal business purpose(s) (the “License Grant”). The term “Authorized Device” means a computer or other hardware device on which the Software may be used, as indicated by Licensor in writing (e.g., in Software or hardware product documentation, in a Licensor quote, order acknowledgment or invoice). The Software is “in use” when it is either downloaded, copied, loaded into RAM or installed onto a storage device or other permanent memory of Licensee’s designated server or computing device. Only one instance of the Software may be used per License Grant and Licensee must uninstall deactivated instances. The use of simultaneous instances requires the purchase of additional License Grants or other licenses by Licensee.
2.2 Notwithstanding anything to the contrary in this EULA or another Agreement between the Partiies, if the Software is being provided by Licensor for evaluation purposes (such Software, “Evaluation Software”), then, for thirty (30) days following the delivery of the Evaluation Software (or for a longer period, if approved in writing by Licensor), Licensor hereby grants a limited, non-exclusive, non-transferable, non-sublicenseable, revocable right to use the Evaluation Software solely for Licensee’s internal evaluation of the Software (and not for productive use) at one or more location(s) approved in writing by Licensor. The Evaluation Software may be used only by those of Licensee’s employees that must have access to the Evaluation Software in order to permit Licensee to evaluate the Evaluation Software (and, if applicable, corresponding hardware product). If Licensor has provided Licensee with hardware at no charge or that has been identified as being provided for evaluation or test purposes (“Evaluation Hardware”), Licensee’s use of such hardware is subject to the Evaluation Terms located at www.sandisk.com/about-sandisk/evaluation-terms.
2.3 Subject to Sections 2 and 3 of this EULA, Licensee may allow its Affiliates, agents and contractors to use the Software under this EULA solely in furtherance of Licensee’s business purposes. In this EULA, an “Affiliate” of a party is any entity that Controls, is Controlled by, or is under common Control with such party but only for so long as such Control exists. “Control” when used in this EULA, means more than 50% of the ownership of voting shares or interests, by contract, or otherwise. Notwithstanding the foregoing, an entity shall not be considered an Affiliate solely because it is controlled by a government of any sovereign country.

3. LICENSE GRANT RESTRICTIONS
3.1 If Licensee breaches a material term in this EULA and/or uses (or allows the use of) the Software in a manner not expressly allowed by this EULA, and fails to correct the breach within thirty (30) days of notice, then Licensee is in default of the EULA and Licensor may, at its option, terminate Licensee’s License Grant, preserving its right to assert or initiate any claim or action against Licensee for the possible damages and losses that such default might have caused.
3.2 Licensee acknowledges and agrees that the Software is licensed and not sold. Except for the rights in the Software expressly granted to Licensee, Licensor and its third party licensors (“Licensors”) reserve and retain all rights, title, and interest in and to the Software, any derivatives thereto, and any corresponding intellectual property (including without limitation any images, and text incorporated into the Software, any accompanying materials, and any copies of the Software). In addition, Licensor retains ownership of the means and technology provided or used by it to install or test the Software. Licensee may not, absent Licensor’s prior written authorization and then only to the extent permitted by applicable law, copy or otherwise reproduce the Software (except for back-up purposes. No implied licenses are granted to Licensee.
3.3 The Software may include third party software licensed under an open source license (“Open Source Software”). Such Open Source Software is licensed to Licensee under terms provided by the Open Source Software and not the terms of this EULA, and Licensee agrees to the terms of such Open Source Software licenses. Licensee may not modify, adapt, translate or create derivative works of the Software, to the extent enforceable by law and except as expressly permitted by any applicable licenses with respect to any Open Source Software components of the Software. Except as expressly required by licenses of any Open Source Software components of the Software (if any), no source code is or shall be provided under this EULA.
3.4 To the extent permitted by law, Licensee shall not, nor shall Licensee allow any other party to, reverse engineer, disassemble, decompile, rent, lease, or encumber the Software, or re-create or discover the source code of the Software. Licensee may not embed or combine the Software within any other software product nor any unapproved device.
3.5 Except as expressly permitted in this EULA, Licensee may not sell, relicense, or otherwise provide the Software (or any portion thereof), including by operation of law, to any third parties or permit third parties to access or use the Software. Licensee agrees that the Software is proprietary and confidential information of Licensor and its Licensors, which Licensee shall strictly protect from unauthorized dissemination internally and/or disclosure to third parties. Licensee shall not separate the Software into component parts for sublicense, sharing, or other form of transfer to a third party, or otherwise make the Software available in any manner to any third party for independent use in a third party’s business operations.
3.6 Licensee agrees not to remove and to retain any copyright notices, licensing statements or list of disclaimers included with the Software.
3.7 Licensee shall not, nor shall Licensee allow any other party to, disclose benchmarks or other performance comparisons of the Software without Licensor’s express prior written consent.
3.8 Licensee grants Licensor and its Licensors a worldwide, irrevocable, perpetual, transferable, royalty-free right to use, sublicense, distribute and modify any feedback (including information, suggestions, ideas or comments) provided by Licensee to Licensor regarding the Software.
3.9 If Software is in beta release (“Beta Software”), Licensee acknowledges that the Beta Software has not yet been tested like other commercially released software. The Beta Software may contain errors, including errors that may cause the Beta Software or a computer or device to malfunction or cause a loss of data. If Licensee does not wish to accept the risk of errors in the Beta Software, then Licensee should not install or use the Beta Software. Furthermore, Licensor is not obligated to correct errors, correct the effects of errors (e.g. recover lost data), or provide any technical support related to use of the Beta Software. Beta Software is not licensed for use in a live production environment or in conjunction with revenue-bearing traffic.

4. SUPPORT SERVICES
4.1 If Licensee purchases support services for the Software, these services will be provided to Licensee under a separate agreement between Licensee and Licensor. Any supplemental or updated materials provided to Licensee as part of the support services are considered part of the Software and are subject to the terms and conditions of this EULA.
4.2 Licensee’s exercise of any rights granted to Licensee under this EULA shall be at Licensee’s sole expense. Except as expressly provided herein or in a separate written contract with Licensor, Licensee is responsible for supplying or hiring all hardware, software, and services necessary to use the Software. Licensee is fully responsible for hiring and training Licensee’s personnel to use the Software. Any training provided by Licensor will be provided at Licensor’s sole discretion on terms and conditions acceptable to Licensor.

5. DELIVERY AND ACCESS; FEES
5.1 Licensee is fully responsible for downloading and installing the Software, and such actions are taken on Licensee’s sole risk and liability. Delivery may be accomplished by Licensor (or an Authorized Third Party) making Software available for download by Licensee from a protected download site such as an FTP site or by electronically transmitting Software to Licensee. Licensee consents to electronic transmission of its host device to Licensor for the purpose of identification and authentication of the host device and for other purposes that may be necessary to complete the transaction (including sharing such data with an Authorized Third Party if applicable) and to provide information and services relating to the transaction. Licensee acknowledges that the availability and performance of the Software may be subject to interruption or delay due to causes beyond the reasonable control of Licensor.
5.2 Except as required under applicable law or a separate written agreement with Licensor (or with an Authorized Third Party), Licensee is fully responsible for payment of all taxes, without reduction of any fees, charges or expenses paid by Licensee or received by Licensor with respect to the Software, including without limitation sales, use, value added, withholding or similar taxes (but excluding taxes based upon Licensor’s net income).
5.3 “Order” means a purchase order, enterprise license agreement, or other ordering document issued by Licensee to Licensor or an Authorized Third Party for the Software that is accepted by Licensor. If the Software is a standalone user application (e.g. not firmware) then Licensee must purchase its License Grant in an Order. Licensee’s Order shall be subject to the terms of this EULA. No Orders are binding on Licensor until accepted by Licensor or, in lieu of written acceptance, until delivery of the Software.

6. RECORDS AND COMPLIANCE; AUDIT RIGHTS. Licensee shall maintain complete, clear, and accurate records of: (a) the location and use of each copy and/or running instance of the Software; and (b) any other information which may be reasonably requested by Licensor to determine whether Licensee is paying correct fees and/or complying with the terms of this EULA and shall provide certified copies of such records at Licensor’s request. Licensor or its representatives shall have the right, upon five (5) days’ written notice, during Licensee’s normal business hours, to examine and audit Licensee’s books, records, computing devices, and operations to verify Licensee’s compliance with applicable law, regulations, standards organizations and/or this EULA. Such examination or audit may be performed, in Licensor’s sole discretion, onsite at Licensee’s premises or through remote access to Licensee’s systems. If any such examination discloses unpaid license or other fees, Licensee shall reimburse Licensor for the full amount of any such unpaid license or other fees plus interest at the rate of the lesser of twelve percent (12%) per annum or the maximum rate allowed under applicable law. Moreover, in the event the inspection or examination reveals a violation of applicable law, regulations and/or License Grant restrictions under this EULA, Licensee shall reimburse Licensor for the actual reasonable costs and expenses incurred in connection with such onsite or remote operations audit.

7. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES, REPRESENTATIONS OR GUARANTEES AND NEITHER LICENSOR NOR ITS LICENSORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE, STATUTORY OR OTHERWISE, IN LAW OR FROM THE COURSE OF DEALING OR USAGE OF TRADE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, FREEDOM FROM BUGS, OR NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. LICENSOR DOES NOT WARRANT, REPRESENT OR GUARANTEE THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, UNLESS LICENSEE IS CURRENT ON SUPPORT, THEN LICENSEE, AND NOT LICENSOR (NOR LICENSOR’S LICENSORS OR AUTHORIZED THIRD PARTIES IF APPLICABLE), ASSUMES THE ENTIRE COST OF NECESSARY SERVICING, REPAIR, OR CORRECTION.

8. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS LICENSORS, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, LICENSORS, LICENSEES OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE, OR ANY LOSS OF DATA, USE, PROFITS, SAVINGS, BUSINESS OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THE DOWNLOAD, DISTRIBUTION, USE OR PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IF LICENSEE IS DISSATISFIED WITH ANY PORTION OF THE SOFTWARE OR LICENSOR’S PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS OR SERVICES UNDER THIS EULA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY REMEDY PROVIDED FOR HEREUNDER IN ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR’S OR ITS LICENSORS’ TOTAL LIABILITY TO LICENSEE EXCEED THE FEES PAID BY LICENSEE FOR THE SOFTWARE UNDER THIS EULA.

9. TRADE AGREEMENT ACT. Licensor Software consists only of commercial software and commercial software documentation. Therefore, software rights and documentation license rights granted to the U.S. Government and other public sector entities include only those rights customarily provided to commercial end-user customers. In particular, Licensor provides the licenses for Software and documentation under this EULA to the U.S. Government pursuant to FAR 12.211 (Technical Data) and 12.212 (Computer Software) and for the Department of Defense pursuant to DFARS 227.7202 (Rights in Commercial Computer Software or Computer Software Documentation) and DFARS clause 252.227-7015 (Technical Data – Commercial Items) (FEB 2014). Any use, modification, reproduction, release, distribution, performance, display, or disclosure of the Software, documentation, and related items and technology provided hereunder shall be in strict accordance with Licensor’s standard commercial license and/or the terms and conditions of this EULA, as applicable. If Licensee is permitted under this EULA to provide Software or documentation and/or related items and technology to any third party, including any agency of the U.S, or any state and local government, Licensee shall include the legend set forth above in any agreement governing the provision of such items. As used in FAR and DFARS, manufacturer/licensor is Western Digital Technologies, Inc., 3355 Michelson Drive, Suite 100, Irvine, CA 92612. IF LICENSEE REQUIRES TAA-COMPLIANT PRODUCTS, IT SHALL DISCLOSE THIS REQUIREMENT TO LICENSOR, IN WRITING, AT THE TIME OF THE SOLICITATION OR REQUEST FOR A QUOTE, AND SHALL OBTAIN SEPARATE, WRITTEN ACKNOWLEDGEMENT FROM LICENSOR OF THE SAME. ALL ORDERS SHALL CONSPICUOUSLY REFERENCE ANY REQUIREMENT FOR TAA-COMPLIANT PRODUCT. If Licensee fails to comply with the preceding sentences (including, if Licensor makes no acknowledgement of the TAA-compliance requirement), Licensor shall have no liability for providing non-TAA-compliant software, documentation, or related services.

10. ASSIGNMENT. To the extent such restriction is permitted by applicable law, Licensee may not assign or transfer this EULA (by contract or by operation of law) or any licenses acquired under this EULA in part or in whole without Licensor’s prior written consent, and any attempt to do so shall be null and void. Licensor may freely assign or delegate this EULA.

11. TERM AND TERMINATION. This EULA commences on the date Licensee accepts the EULA and remains effective until terminated. Licensor may terminate this EULA per the terms of Section 3 above. Licensee may terminate the EULA by stopping its use of the Software and uninstalling the Software. Licensee agrees that if the EULA is terminated, Licensee’s License Grant is terminated and Licensee shall not continue to use the Software.

12. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN RESPECT OF LICENSOR’S LIABILITY FOR DEATH OR PERSONAL INJURY TO LICENSEE DIRECTLY CAUSED BY LICENSOR’S GROSS NEGLIGENCE OR FRAUD, LICENSOR AND ITS LICENSORS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES AND SHALL NOT BE LIABLE IN ANY WAY FOR ANY LIABILITIES OR DAMAGES ARISING FROM SUCH USE.

13. SEGMENTATION. The purchase of any License Grant is separate from any other order for any other Licensor products, support and related services that Licensee may receive or has received from Licensor. Licensee’s obligation to pay for (a) the License Grant is not contingent on performance of support or any other services or delivery of any other Licensor products or (b) support is not contingent on delivery of any Licensor products or performance of any additional/other services.

14. GOVERNING LAW AND VENUE. This EULA is governed by and construed under: (a) the laws of the State of California, USA and controlling U.S. federal law without regard to conflict of laws provisions thereof, if the Licensee resides in North America, or (b) the laws of Republic of Ireland without regard to the conflicts of law provisions thereof, if the Licensee resides outside of North America (“Governing Law”). The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this EULA. Any action or proceeding arising from or relating to this EULA shall be adjudicated as follows: (a) if the Licensee resides in North America, in the state or federal courts of Santa Clara County, California, USA, and the parties hereby agree to the exclusive jurisdiction and venue of such courts; or (b) if the Licensee resides outside North America, disputes arising out of or in connection with this EULA shall be exclusively and finally settled by one or more arbitrators appointed in accordance with the International Chamber of Commerce (“ICC”) Arbitration Rules. The place of arbitration shall be Dublin, Ireland and the language of the arbitration shall be English. The award and determination of the arbitrator(s) shall be binding upon the parties and their respective heirs, executors, administrators and assigns. The parties and arbitrator or arbitrators shall use reasonable, diligent efforts to complete the arbitration within sixty (60) calendar days after the appointment of the arbitrator or arbitrators under this Section. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief and Licensor may institute an action for payment under this EULA in any court of competent jurisdiction without breach of this arbitration provision; as to any such suit, both parties accept, and hereby submit to the non-exclusive jurisdiction of the Irish courts. In any action or proceeding to enforce rights under this EULA, the prevailing party shall be entitled to recover costs and attorneys’ fees.

15. GENERAL. Licensor does not maintain protected health information or sensitive personal data and is not a “business associate” liable under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Licensee has not retained Licensor to perform a HIPAA-regulated function and Licensee shall actively restrict Licensor’s access to any protected health information in Licensee’s possession. This EULA (together with other existing agreements, if any between Licensee and Licensor (or an Authorized Third Party) associated with the Software) contains the entire understanding between the parties with respect to Licensee’s purchase of a License Grant, installation and use of the Software. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of this EULA, which shall remain valid and enforceable according to its terms. Licensee shall not remove or export from the United States or re-export from anywhere any part of the Software or any direct product thereof to any country in violation of U.S. Export Administration Regulations, or a successor thereto, except in compliance with and with all licenses and approvals required under applicable export laws and regulations including, without limitation, those of the U.S. Department of Commerce. Licensee shall be responsible for compliance with applicable laws for Licensee’s (and Licensee’s Affiliates’ and agents’ and contractors’) usage of the Software and shall hold Licensor harmless for any breach of applicable law by Licensee, Licensee’s Affiliates, agents or contractors. Any waivers, supplements or amendments of this EULA shall be effective only if made using a mechanism preapproved by Licensor. Licensee agrees that the Licensors, if any, are third party beneficiaries of this EULA to enforce Licensee’s performance of the terms and conditions of this EULA. The provisions of Sections 1, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17.3 shall survive the termination or expiration of this EULA.

16. REGIONAL VARIATIONS TO THE EULA. If Licensee resides in one of the countries listed below, the terms for that country’s subsection apply and take precedent over the remainder of this EULA:
16.1 China
(a) For licensees residing in China, replace the first sentence of Section 8 with the following: "LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EXCEPT IN THE CASE THAT LICENSOR’S LIABILITY IS DIRECTLY CAUSED BY LICENSOR’S GROSS NEGLIGENCE OR FRAUD, IN NO EVENT WILL LICENSOR OR ITS LICENSORS, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, LICENSORS, LICENSEES OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE, OR ANY LOSS OF DATA, USE, PROFITS, SAVINGS, BUSINESS OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THE DOWNLOAD, DISTRIBUTION, USE OR PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE."
16.2 Spain
(a) If Licensor processes personal data of the Licensee as a consequence of the installation and/or use of the Software in accordance with European Parliament and Council Directives 95/46/EC of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data CE and Organic Law 15/1999 of 13 December on the Protection of Personal Data and implementing regulation, the Licensee is informed that the latter may be incorporated in a file which is responsibility of Licensor, located in Ireland with the purposes of being able to provide the installation and/or use of the Software and for the management of the present EULA. The Licensee may exercise his/her right of access, rectification, cancellation and objection, in the terms and limitations set out in the applicable legislation, by letter addressed to Licensor at the address listed above. Licensee’s personal data will not be assigned to third parties except cases set out in the legislation or if we have the Licensee´s authorization in order to undertake such communication. It is necessary to identify the documentation.
(b) Licensee declares that it is not considered a consumer as defined in Royal Legislative D1/2007, of 16 November approving the revised text of the general law for the defense of consumers and users and other complementary laws. Under the extent permitted by the law, the parties agree to waive the fulfillment of the obligation of information and of confirmation of the receipt of the acceptance requested under Articles 27 and 28 of the law 34/2002, of 11 July, on information society services and electronic commerce services.
16.3 United Kingdom.
(a) For Licensees residing in the United Kingdom, the following sentence is added to the end of Section 7 above: "LICENSOR DOES NOT BY THIS CLAUSE INTEND TO EXCLUDE ITS LIABILITY FOR BREACH OF OBLIGATIONS IMPLIED BY SECTION 12 OF SALE OF GOODS ACT 1979 OR SECTION 2 OF SUPPLY OF GOODS AND SERVICES ACT 1982 OR FOR IMPLIED STATUTORY UNDERTAKINGS AS TO TITLE, QUIET POSSESSION OR FREEDOM FROM ENCUMBRANCES."
(b) For Licensees residing in the United Kingdom, the second sentence of Section 8 is deleted and replaced with the following: "IF LICENSEE IS DISSATISFIED WITH ANY PORTION OF THE SOFTWARE OR LICENSOR’S PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS OR SERVICES UNDER THIS EULA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE AND RECEIVE A REFUND OF THE LICENSEE FEES PREVIOUSLY PAID BY LICENSEE FOR THE AFFECTED SOFTWARE."

17. SDK FILES. IF THE SOFTWARE CONSISTS OF OR INCLUDES SOFTWARE DEVELOPMENT KIT FILES AND ANY RELATED DOCUMENTATION (COLLECTIVELY, “SDK FILES”), LICENSEE’S USE OF THE SDK FILE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS IN ADDITION TO THOSE DESCRIBED HEREIN:
17.1 Definitions. The SDK File includes the Toolkit and the Run-Time Library. The “Toolkit” means the software development tool kit. The “Run-Time Library” means a library of data or routines produced by or operated in conjunction with the Toolkit.
17.2 License to the SDK Files. Subject to the restrictions set forth in this EULA, Licensor grants Licensee a nontransferable, nonexclusive, limited license during the term of this EULA to: (a) use, copy and distribute the Run-Time Library, in object code form only, and only in conjunction with the distribution of Licensee’s own products containing Licensor technology; (b) use the Toolkit in object code form only, solely to incorporate the Run-Time Library into Licensee’s own products containing Licensor technology; (c) modify any sample code provided as part of the SDK File; and (d) reproduce and distribute externally, in object code format only, and sublicense to end users the right to use, any sample source code provided as part of the SDK File or derivatives thereof (pursuant to subsection (c) above), solely as incorporated into or bundled with Licensee’s own products containing Licensor technology. Licensee may not disable any licensing or control feature of the SDK File.
17.3 Indemnity. Licensee agrees to defend, indemnify, and hold Licensor and its suppliers harmless from and against any and all costs, damages, losses, claims and lawsuits, including attorneys’ fees, that arise or result from the use or distribution of Licensee’s own products, provided that Licensor provides prompt written notice of any such claim, tenders the defense or settlement of such a claim at Licensee’s expense, and cooperates, at Licensee’s expense, in defending or settling such claim.