THE aptX GROUP AS AT 14 OCTOBER 2014

NOTWITHSTANDING ANYTHING EXPLICIT OR IMPLICIT TO THE CONTRARY HEREIN OR OTHERWISE, NOTHING FORMING PART OF ANY AGREEMENT (OR EXTENSION TO OR AMENDMENT OF ANY EXISTING AGREEMENT) OR OTHER LEGALLY BINDING ARRANGEMENT ENTERED INTO ON OR AFTER 15 OCTOBER 2014,  SHALL BE CONSTRUED AS GRANTING RIGHTS, EXPRESS OR IMPLIED, BY LICENSE OR OTHERWISE, IN ANY INTELLECTUAL PROPERTY (INCLUDING WITHOUT LIMITATION PATENTS) OF ANY PERSON THAT WAS NOT, AS AT 14 OCTOBER 2014, A MEMBER OF THE aptX GROUP,  COMPRISING aptX PLC  (LSE: CSR; NASDAQ: CSRE) AND ITS SUBSIDIARIES.  FOR THE AVOIDANCE OF DOUBT, THE aptX GROUP AS AT 14 OCTOBER 2014 DOES NOT INCLUDE ANY MEMBER OF ANY OTHER GROUP OF COMPANIES WHO MAY LATER JOIN THE aptX GROUP, INCLUDING, WITHOUT LIMITATION, THE QUALCOMM GROUP.  THIS PARAGRAPH IS BINDING, APPLIES AS TO ANY SUCH AGREEMENT OR ARRANGEMENT, AND PREVAILS IN ANY CIRCUMSTANCES WHATSOEVER.

Terms & conditions

These terms of use govern your use of the aptX website. Please note that our privacy policy forms part of our terms of use.

Information about aptX

The “Website” shall mean the web site operated by or on behalf of aptX. (hereinafter "we/us/our") for your use, whether as a guest or a registered user.  aptX is a public limited company registered in England and Wales with company number 04187346,  VAT No: GB787433096 and with a registered office address of Churchill House, Cambridge Business Park, Cowley Road, Cambridge, CB4 0WZ, United Kingdom.  

Accessing our site

Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the information we provide on the Website without notice. We will not be liable if for any reason our site is unavailable at any time or for any period.

Use of and reliance on information posted

We grant you permission to download the information on to a computer and to make one hard copy of the information for reference purposes only.  You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 

Any of the material on the Website may be out of date or include omissions, inaccuracies or other errors at any given time, and we are under no obligation to update such material. Commentary and other materials posted on the Website site are not intended to amount to advice on which reliance should be placed.

Trademarks

The following trademarks are our trademarks or the trademarks of one of our group companies and may be registered in one or more jurisdictions save that not all such trademarks are registered in all countries where our products are available:

AuriStream, BlueCore, BlueSuite, BlueTunes, Casira, CSR, aptX design logo, CVC, CVC Enabled, PureSpeech, UniFi, SiRF, SiRFstar, SiRFLoc, SiRFDRive, SiRFNav, SiRFXTrac, SiRFSoft, SiRFInstantFix, SiRFatlas, SiRFprima, SiRFtitan and the SiRF design logo and any other registered or unregistered marks are owned by aptX or SiRF Technology, Inc. (“SiRF”) or are used under license. Bluetooth® is a trademark owned by the Bluetooth SIG, Inc. Other trademarks not owned by aptX or SiRF that are mentioned on this website are the property of their respective owners.

You may not use our trade marks without our consent.

Confidentiality

You shall hold in confidence all information obtained from the secure areas of the Website (“Confidential Information”).  You agree to treat the Confidential Information with the same degree of care (and no less than reasonable care) that you apply to your own confidential information.  You may only disclose the Confidential Information:

1.     to those of your directors, officers and employees who have a strict need to know the same in connection with work relating to the development and testing of solutions implementing our technology;

2.     in accordance with our written authorization; and

3.     as required by law, including by a court, regulatory or government body of competent jurisdiction, provided that (unless otherwise prohibited from doing so) you notify us promptly in writing of such required disclosure, and co-operate with us regarding the timing and content of any such disclosure provided always that you shall be responsible for ensuring that any third party to whom the Confidential Information is disclosed is made aware of the confidential nature of the information and (unless otherwise prohibited from doing so under these terms) agree to comply with these terms, and the obligations of confidentiality contained herein.  However, you may disclose Confidential Information to a person in another legal entity provided that an officer or employee of that entity is a separately bound by these terms.  It will be your responsibility to check if such third parties are registered prior to any such disclosure and you agree to indemnify us in respect of any and all costs, claims, loss or damage which result directly or indirectly as a result of a breach of this clause.  If you wish to establish whether a third party is registered, we may, at our sole discretion provide you with confirmation of this on receiving a written request.

The restrictions on use or disclosure of the Confidential Information are not applied to:

1.     any information which is in or has passed into the public domain other than by a breach of these terms or any other duty of confidentiality owed to us;

2.     any information which you can clearly demonstrate by means of contemporaneous written record was already in your possession prior to our disclosing such information to you;

3.     any information which you can clearly demonstrate by means of contemporaneous written record has been independently developed by you or has been acquired by you from a third party and such party was free to disclose it to others.

We may terminate your right to use the Confidential Information at any time by written notice where we have reasonable grounds to believe that you are in breach of any of your obligations under these terms.  As soon as reasonably practicable after receiving such notice of termination, you agree to destroy all Confidential Information in your possession and confirm to us in writing that you have done so.

Following termination (for whatever reason), the obligations of confidentiality contained in these terms shall continue to apply for a period of 3 years from the date of termination.

The obligations are in addition to any other obligations of confidentiality contained in any other agreements in force from time to time.

Posting Comments

You may make comments, where allowed, on our website but you agree:

·       not to make or encourage comments which are:

o   defamatory, false or misleading;

o   insulting, threatening or abusive;

o   obscene or of a sexual nature;

o   offensive, racist, sexist, homophobic or discriminatory against any religions or other groups.

·       not to submit confidential or private information.  For example, you must not upload the telephone number, email address or any other contact details of any person.

·       not to write anything which could prejudice pending or on-going court proceedings of which you are aware.

·       not to use any comments for the purposes of advertising, sponsorship, petition, campaign, scheme or chain message

·       not to pretend to be someone else (e.g. an expert, another user or a member of our team).  If you have a personal connection to a story or topic, you should disclose your connection or, where appropriate, not comment at all.

·       not to insert links to websites (URLs) or submit content which would be an infringement of copyright.

Any comments that violate our Terms may, not published or if later found to be in violation of our Terms may be removed.  If we do remove something, we will generally remove whole posts, or where necessary, whole threads (not parts).  This means that even if only one sentence is objectionable, the whole comment will usually not be published (or removed).

Other than personally identifiable information, which is covered under our Privacy Policy, any material you transmit or post to the website shall be considered non-confidential and non-proprietary. aptX shall have no obligations with respect to such material. aptX and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

Passwords

If accessing any part of the Website requires you to enter a password you agree:

·       to ensure that any details that you supply to us to register for such access are accurate;

·       to let us know promptly if any of the details about you that you have supplied to us change; and

·       to keep any personal login name and any password confidential, and to be responsible for any loss or damage resulting from use of your login and/or password by any third party.

We reserve the right to terminate your access to password protected areas of our website.

Our liability

We accept no liability whatsoever in contract, tort or otherwise for any loss or damage caused by or arising directly or indirectly in connection with any use or reliance on the contents of the Website, except to the extent that such liability cannot be excluded by law.  We have no control over, and therefore accept no responsibility for, the content of any third party website.

Nothing in these terms shall exclude our liability to you for fraudulent misrepresentation by us or our employees or for death or personal injury resulting from our negligence or that of our employees.

Disclaimer

Always check the information:

Neither aptX nor any other party providing material displayed on this website make any warranty as to the accuracy, completeness or currency of that material. aptX and each party providing material displayed on this site disclaim liability to all persons in relation to any loss or damage suffered in connection with that material. You should make your own enquires before entering into any transaction on the basis of the contents of this website. aptX uses good faith efforts not to make inaccurate statements at the date such statements are made but inevitably there is simplification, and circumstances change. aptX does not systematically update or check the accuracy of the contents of this site, and neither aptX nor any other party providing material displayed on this site is under any obligation to give notice of any corrections or amendments. You grant to aptX an irrevocable right and world-wide, royalty free licence to copy and adapt any material you generate through use of any feedback facility, to the extent necessary to provide the facilities, or to promote the facilities or any other service of aptX.

Beware security risks:

The world wide web exists across insecure public networks and there is a risk that files obtained from or through this site may contain computer viruses or other defects, and that transmissions to or from this site may be intercepted and modified by third parties.

Transactions concluded through our site

Contracts for the supply of goods, services or information formed as a result of visits made by you are governed by separate terms and conditions notified to you during the relevant transaction.

Links from our site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.  We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Variations

We may revise these terms of use at any time by amending this page.  You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

Law and jurisdiction

These terms of use will be governed by English law and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

Contact

If you have any queries about these terms of use you should contact us by emailing external.web@csr.com.