THIS GOOGLE TENSOR SOFTWARE DEVELOPMENT KIT TERMS AND CONDITIONS (THE "LICENSE
AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN GOOGLE LLC ("GOOGLE") AND THE
LEGAL ENTITY YOU REPRESENT ("YOU" OR "You"). GOOGLE IS WILLING TO LICENSE THE
GOOGLE TENSOR SOFTWARE DEVELOPMENT KIT AND THE COMPILER SOFTWARE DESCRIBED
BELOW, HEREINAFTER REFERRED TO AS THE "SDK," TO YOU ONLY ON THE CONDITION THAT
YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE
AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SDK YOU
AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. THE SDK SPECIFICALLY
INCLUDES THE COMPILER, THE SOFTWARE LIBRARIES, SAMPLE CODE (INCLUDING RELATED
CLOUD SERVICES, IF APPLICABLE), ASSOCIATED MEDIA, PRINTED MATERIALS, AND
"ONLINE" OR ELECTRONIC DOCUMENTATION, SYSTEM FILES, PACKAGED APIS, GOOGLE APIS
ADD-ONS AND ANY OTHER DEVELOPER DOCUMENTATION OR APIS PROVIDED TO YOU UNDER THIS
LICENSE AGREEMENT BY GOOGLE. IF YOU DO NOT AGREE TO THE TERMS IN THE LICENSE
AGREEMENT, GOOGLE IS UNWILLING TO AND DOES NOT LICENSE THE SDK TO YOU. ANY USE
OF THE SDK BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN.
GOOGLE RESERVES THE RIGHT TO REFUSE, SUSPEND, OR TERMINATE ACCESS TO THE SDK AT
ANY TIME, FOR ANY REASON, WITHOUT NOTICE OR LIABILITY.

## 1. Governing Terms

**1.1.** This License Agreement incorporates by reference: (1) any terms of
service that You accept in connection with the SDK; (2) the Android Software
Development Kit, as applicable ("Android SDK"); (3) Google Cloud Terms of
Service, as applicable (the "Terms of Service"); and (4) [Prohibited Use
Policy](https://policies.google.com/terms/generative-ai/use-policy).

**1.2.** Order of Precedence. The License Agreement governs to the extent of any
conflict with the Android SDK, and the Terms of Service.

## 2. Definitions

**2.1.** "**Authorized Personnel**" means employees of Your employer or the
entity You represent that: (A) have agreed in writing to confidentiality terms
that are no less restrictive than those in the Agreement; and (B) have a need to
access the SDK for the Purpose;

**2.2.** "**Confidential Information**" means information that Google discloses
to You under this License Agreement, and that is marked as confidential or would
normally be considered confidential information under the circumstances,
including the SDK and related information such as documentation. Confidential
Information does not include information that is independently developed by You,
is rightfully given to You by a third party without confidentiality obligations,
or becomes public through no fault of Your own.

**2.3.** "**Google Tensor**" means a system-on-chip processor(s) designed by
Google for its Pixel devices and any other Google-approved devices.

**2.4.** "**Intellectual Property Rights**" means any and all rights under
patent law, copyright law, trade secret law, trademark law, and any and all
other proprietary rights. Google reserves all rights not expressly granted to
You.

**2.5.** "**Personal Information"** has the meaning given to it in that [Partner
Information Protection Addendum](https://business.safety.google/pipa).

**2.6.** "**Purpose**" means (i) to help Google improve its products for You and
other Google users and (ii) to use the SDK to develop and optimize on-device
machine learning for Google-approved use cases of Your application for Pixel
devices and any other Google-approved devices using Google Tensor.

**2.7.** "**SDK**" means the Google Tensor Software Development Kit and the
Google Tensor Compiler, specifically includes the software libraries, sample
code ( including related cloud services, if applicable), associated media,
printed materials, and "Online" or Electronics documentation, system files,
packaged APIs,and Google APIs add-ons and any other developer documentation or
APIs provided by Google.

## 3. Agreeing to this License Agreement

**3.1.** If You are agreeing to be bound by the License Agreement on behalf of
Your employer or other entity, You represent and warrant that You have full
legal authority to bind Your employer or such entity to the License Agreement.
If You do not have the requisite authority, You may not accept the License
Agreement or use the SDK on behalf of Your employer or other entity.

**3.2.** Google may contact You (or Your personnel or users, if applicable) by
phone or email as part of Your participation in using the SDK.

## 4. SDK License from Google

**4.1.** Subject to the terms of the License Agreement, Google grants You a
limited, worldwide, royalty-free, non-assignable, non-exclusive, and
non-sublicensable license to use the SDK solely to develop applications, build
machine learning experiences, and build Android applications.

**4.2.** You may not use the SDK to develop applications for other platforms or
to develop another software development kit. You are free to develop
applications for other platforms, provided that the SDK is not used for that
purpose.

**4.3.** You may not use the SDK to support any patent infringement claim
against Google.

**4.4.** You may not use the SDK if You are a person barred from receiving the
SDK under the laws of the United States or other countries, including the
country in which You are resident or from which You use the SDK.

**4.5.** You may not use the SDK to run any advertisement or marketing testing.

**4.6.** You agree that Google or third parties own all legal rights, title and
interest in and to the SDK, including any Intellectual Property Rights that
subsist in the SDK.

**4.7.** You may not use the SDK for any purpose not expressly permitted by the
License Agreement. Except to the extent required by applicable third party
licenses, You may not copy (except for backup purposes), modify, adapt,
redistribute, disassemble, or create derivative works of the SDK or any part of
the SDK.

**4.8.** You may not translate, decompile or reverse-engineer the SDK, or engage
in any other activity designed to identify the algorithms.

**4.9.** The use, reproduction or distribution of components of the SDK licensed
under an open source software license are governed solely by the terms of that
open source software license and not the License Agreement.

**4.10.** You agree that the form and nature of the SDK that Google provides may
change without prior notice to You and that future versions of the SDK may be
incompatible with applications developed on previous versions of the SDK. You
agree that Google may stop (permanently or temporarily) providing the SDK (or
any features within the SDK) to You or to users generally at Google's sole
discretion, without prior notice to You.

**4.11.** Nothing in the License Agreement gives You a right to use any of
Google's trade names, trademarks, service marks, logos, domain names, or other
distinctive brand features.

**4.12.** You agree that You will not remove, obscure, or alter any proprietary
rights notices (including copyright and trademark notices) that may be affixed
to or contained within the SDK.

**4.13.** You may not copy, reproduce, adapt, alter, or create any derivative
works of the SDK or any component thereof, except as authorized under this
License Agreement.

**4.14.** You may not circumvent, compromise, or otherwise adversely impact any
access protections of the SDK, or access or attempt to access or use the SDK in
any way other than as allowed under this License Agreement or authorized by
Google.

**4.15.** You may not use the SDK to develop standalone technology or to block
or otherwise adversely impact the functionality of any devices (including the
Pixel branded mobile devices), servers, networks, or other properties or
services of any third party including, but not limited to, Google or any mobile
communications carrier.

**4.16.** You may not conduct any benchmarking of Google Tensor with any other
devices and publish it externally.

**4.17.** You may not share or publish performance data based on or related to
the Google Tensor.

**4.18.** You may not (unless authorized by Google in writing) distribute or
loan, sell, sublicense, or transfer the SDK in any form to any third party,
except in accordance with this License Agreement.

## 5. Use of the SDK by You

**5.1.** Google agrees that it obtains no right, title or interest from You (or
Your licensors) under the License Agreement in or to any software applications
that You develop using the SDK, including any intellectual property rights that
subsist in those applications.

**5.2.** You agree to use the SDK and write applications only for purposes that
are permitted by (a) the License Agreement and (b) any applicable law,
regulation or generally accepted practices or guidelines in the relevant
jurisdictions (including any laws regarding the export of data or software to
and from the United States or other relevant countries).

**5.3.** You agree that You are solely responsible for (and that Google has no
responsibility to You or to any third party for) any data, content, or resources
that You create, transmit or display through Your application, and for the
consequences of Your actions (including any loss or damage which Google may
suffer) by doing so.

**5.4.** You agree that You are solely responsible for (and that Google has no
responsibility to You or to any third party for) any breach of Your obligations
under the License Agreement, any applicable third party contract or Terms of
Service, or any applicable law or regulation, and for the consequences
(including any loss or damage which Google or any third party may suffer) of any
such breach.

**5.5.** You agree that if You use the SDK to develop applications for general
public users, You will protect the privacy and legal rights of those users. If
the users provide You with user names, passwords, or other login information or
personal information, You must make the users aware that the information will be
available to Your application, and You must provide legally adequate privacy
notice and protection for those users. If Your application stores personal or
sensitive information provided by users, it must do so securely. If the user
provides Your application with Google Account information, Your application may
only use that information to access the user's Google Account when, and for the
limited purposes for which, the user has given You permission to do so.

**5.6.** You agree that You will not engage in any activity with the SDK,
including the development or distribution of an application, that interferes
with, disrupts, damages, or accesses in an unauthorized manner the servers,
networks, or other properties or services of any third party including, but not
limited to, Google or any mobile communications carrier.

**5.7.** You agree that You are responsible for maintaining the confidentiality
of any developer credentials that may be issued to You by Google or which You
may choose Yourself and that You will be solely responsible for all applications
that are developed under Your developer credentials.

## 6. Feedback

**6.1.** If You provide any suggestions or feedback regarding the SDK or other
Google products or services ("Feedback"): (i) it must be truthful and not
contain any third party's confidential information or intellectual property;
and (ii) You grant to Google a perpetual, irrevocable, royalty-free,
non-exclusive, worldwide, and sublicensable license to reproduce, create
derivative works based on, distribute, publicly display, publicly perform,
and otherwise use the Feedback without restriction, payments, intellectual
property rights, confidentiality or obligation to You. Any Feedback You
provide is entirely voluntary on Your part.

## 7. Data Privacy

**7.1.** Partner Information Protection Addendum. For organizations that provide
Google with Personal Information in connection with the SDK, the parties will
comply with the [Partner Information Protection
Addendum](https://business.safety.google/pipa).

**7.2.** In order to continually innovate and improve the SDK, Google may
collect certain usage statistics from the software including but not limited to
a unique identifier, associated IP address, version number of the software, and
information on which tools and/or services in the SDK are being used and how
they are being used. Before any of this information is collected, the SDK will
notify You and seek Your consent. If You withhold consent, the information will
not be collected.

**7.3.** The data collected is examined in the aggregate to improve the SDK and
is maintained in accordance with [Google's Privacy Policy](https://policies.google.com/privacy).

**7.4.** Anonymized and aggregated sets of the data may be shared with Google
partners to improve the SDK.

## 8. Third Party Applications

**8.1.** If You use the SDK to run applications developed by a third party or
that access data, content or resources provided by a third party, You agree that
Google is not responsible for those applications, data, content, or resources.
You understand that all data, content or resources which You may access through
such third party applications are the sole responsibility of the person from
which they originated and that Google is not liable for any loss or damage that
You may experience as a result of the use or access of any of those third party
applications, data, content, or resources.

**8.2.** You should be aware that the data, content, and resources presented to
You through such a third party application may be protected by intellectual
property rights which are owned by the providers (or by other persons or
companies on their behalf). You may not modify, rent, lease, loan, sell,
distribute or create derivative works based on these data, content, or resources
(either in whole or in part) unless You have been specifically given permission
to do so by the relevant owners.

**8.3.** You acknowledge that Your use of such third party applications, data,
content, or resources may be subject to separate terms between You and the
relevant third party. In that case, the License Agreement does not affect Your
legal relationship with these third parties.

## 9. Using Android APIs

## 9.1 Google Data APIs

**9.1.1.** If You use any API to retrieve data from Google, You acknowledge that
the data may be protected by intellectual property rights which are owned by
Google or those parties that provide the data (or by other persons or companies
on their behalf). Your use of any such API may be subject to additional Terms of
Service. You may not modify, rent, lease, loan, sell, distribute or create
derivative works based on this data (either in whole or in part) unless allowed
by the relevant Terms of Service.

**9.1.2.** If You use any API to retrieve a user's data from Google, You
acknowledge and agree that You will retrieve data only with the user's explicit
consent and only when, and for the limited purposes for which, the user has
given You permission to do so. If You use the Android Recognition Service API,
documented at the following URL:
<https://developer.android.com/reference/android/speech/RecognitionService>,
as
updated from time to time, You acknowledge that the use of the API is subject to
the Data Processing Addendum for Products where Google is a Data Processor,
which is located at the following URL:
<https://privacy.google.com/businesses/gdprprocessorterms/>, as updated from
time to time. By clicking to accept, You hereby agree to the terms of the Data
Processing Addendum for Products where Google is a Data Processor.

## 10. Terminating this License Agreement

**10.1.** This License Agreement will continue to apply, unless terminated by
either You or Google as set out below.

**10.2.** If You want to terminate the License Agreement, You may do so by
ceasing Your use of the SDK and any relevant developer credentials.

**10.3.** Google may at any time, terminate the License Agreement with You if:
(A) You have breached any provision of the License Agreement; or (B) Google is
required to do so by law; or (C) the partner with whom Google offered certain
parts of SDK (such as APIs) to You has terminated its relationship with Google
or ceased to offer certain parts of the SDK to You; or (D) Google decides to no
longer provide the SDK or certain parts of the SDK to users in the country in
which You are resident or from which You use the service, or the provision of
the SDK or certain SDK services to You by Google is, in Google's sole
discretion, no longer commercially viable.

**10.4.** When the License Agreement comes to an end, all of the legal rights,
obligations and liabilities that You and Google have benefited from, been
subject to (or which have accrued over time while the License Agreement has been
in force) or which are expressed to continue indefinitely, will be unaffected by
this cessation, and the provisions of Section 15.8 will continue to apply to
such rights, obligations and liabilities indefinitely. Upon termination, You
must immediately delete the SDK.;

## 11. DISCLAIMER OF WARRANTIES

**11.1.** YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR
SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT
WARRANTY OF ANY KIND FROM GOOGLE.

**11.2.** YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF
DATA THAT RESULTS FROM SUCH USE.

**11.3.** GOOGLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT.

**11.4.** THE SDK IS NOT ERROR FREE. USE OF IT WITH CAUTION AND DO NOT RELY ON
IT FOR CRITICAL USE CASES, INCLUDING MEDICAL, LEGAL, FINANCIAL AND OTHER
PROFESSIONAL ADVICE.

## 12. LIMITATION OF LIABILITY

**12.1.** YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS SUBSIDIARIES AND
AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA,
WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE
BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

**12.2.** IF YOU ARE DISSATISFIED WITH THE SDK, YOUR SOLE AND EXCLUSIVE REMEDY
IS TO CEASE USING THE SDK.

## 13. Indemnification

**13.1.** To the maximum extent permitted by law, You agree to defend, indemnify
and hold harmless Google, its affiliates and their respective directors,
officers, employees and agents from and against any and all claims, actions,
suits or proceedings, as well as any and all losses, liabilities, damages, costs
and expenses (including reasonable attorneys fees) arising out of or accruing
from (a) Your use of the SDK, (b) any application You develop on the SDK that
infringes any copyright, trademark, trade secret, trade dress, patent or other
intellectual property right of any person or defames any person or violates
their rights of publicity or privacy, and (c) any non-compliance by You with the
License Agreement.

## 14. Changes to the License Agreement

**14.1.** Google may make changes to the License Agreement as it distributes new
versions of the SDK. When these changes are made, Google will make a new version
of the License Agreement available on the website where the SDK is made
available.

## 15. Confidentiality; Publicity

**15.1.** Confidentiality Obligations. You will not disclose Google's
Confidential Information except to Your employees, affiliates, agents,
professional advisors, or third-party contractors ("Delegates") who need to know
it and who have a legal obligation to keep it confidential. You will use
Google's Confidential Information only to exercise rights and fulfill
obligations under this Agreement while using reasonable care to protect the
Confidential Information. You will ensure that Your Delegates are also subject
to the same non-disclosure and use obligations. You may disclose Confidential
Information when required by law after giving reasonable notice to Google, if
permitted by law.

**15.2.** Publicity. You may not make any public statement regarding this
Agreement without Google's written approval.

## 16. General Legal Terms

**16.1.** Unless specified in a separate written agreement, Google will not
provide any compensation for Your use of the SDK. You confirm that Your
participation in the use of the SDK will not: (A) violate any applicable
ethics/gifts rules; or (B) negatively impact Google's current or future ability
to do business with a government entity.

**16.2.** The License Agreement constitutes the whole legal agreement between
You and Google and governs Your use of the SDK (excluding any services which
Google may provide to You under a separate written agreement), and completely
replaces any prior agreements between You and Google in relation to the SDK.

**16.3.** You agree that if Google does not exercise or enforce any legal right
or remedy which is contained in the License Agreement (or which Google has the
benefit of under any applicable law), this will not be taken to be a formal
waiver of Google's rights and that those rights or remedies will still be
available to Google.

**16.4.** If any court of law, having the jurisdiction to decide on this matter,
rules that any provision of the License Agreement is invalid, then that
provision will be removed from the License Agreement without affecting the rest
of the License Agreement. The remaining provisions of the License Agreement will
continue to be valid and enforceable.

**16.5.** You acknowledge and agree that each member of the group of companies
of which Google is the parent will be third party beneficiaries to the License
Agreement and that such other companies will be entitled to directly enforce,
and rely upon, any provision of the License Agreement that confers a benefit on
(or rights in favor of) them. Other than this, no other person or company will
be third party beneficiaries to the License Agreement.

**16.6.** EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS
AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS
AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON
DESTINATIONS, END USERS AND END USE.

**16.7.** The rights granted in the License Agreement may not be assigned or
transferred by either You or Google without the prior written approval of the
other party. Neither You nor Google will be permitted to delegate their
responsibilities or obligations under the License Agreement without the prior
written approval of the other party.

**16.8.** The License Agreement, and Your relationship with Google under the
License Agreement, will be governed by the laws of the State of California
without regard to its conflict of laws provisions. You and Google agree to
submit to the exclusive jurisdiction of the courts located within the county of
Santa Clara, California to resolve any legal matter arising from the License
Agreement. Notwithstanding this, You agree that Google will still be allowed to
apply for injunctive remedies (or an equivalent type of urgent legal relief) in
any jurisdiction.

**BY DOWNLOADING AND/OR USING THE SDK, YOU REPRESENT, WARRANT AND CERTIFY**
**THAT: YOU ARE OVER EIGHTEEN YEARS OLD, AN AUTHORIZED REPRESENTATIVE OF**
**THE LEGAL ENTITY YOU REPRESENT; YOU HAVE READ THIS LICENSE AGREEMENT**
**AND UNDERSTAND IT; AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.**