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+LA_OPT27 v4 June 2013
+
+FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT
+
+IMPORTANT. Read the following Freescale Semiconductor Software
+License Agreement ("Agreement") completely. By selecting the
+"I Accept" button at the end of this page, you indicate that
+you accept the terms of this Agreement. You may then
+download the file.
+
+
+This is a legal agreement between you, as an authorized representative
+of your employer (together "you"), and Freescale Semiconductor, Inc.
+("Freescale") and its Affiliates. It concerns your rights to use this
+software and any accompanying written documentation (the "Licensed
+Software").  In consideration for Freescale allowing you to access
+the Licensed Software, you are agreeing to be bound by the terms of
+this Agreement. If you do not agree to all of the terms of this
+Agreement, do not download the Licensed Software. If at any point
+you no longer agree to all the terms of this Agreement, stop using
+the Licensed Software immediately and delete all copies of the
+Licensed Software in your possession or control. Any copies of the
+Licensed Software that you have already distributed, where permitted,
+and that have not been destroyed, will continue to be governed by
+this Agreement. Your prior use of the Licensed Software will also
+continue to be governed by this Agreement.
+
+Section 1.                Definitions
+
+1.1       "Affiliate" means, any corporation, or entity directly or
+indirectly controlled by, controlling, or under common control with
+Freescale.
+
+1.2      "Authorized Employees" means your employees or contractors
+working at your premises on your behalf under a work for hire agreement.
+
+1.3      "Authorized System" means the hardware system(s) or software
+program(s) marketed by you which contains an i.MX processor and for
+which the Licensed Software will be adapted by Licensee pursuant to
+this Agreement and with which the Licensed Software will be integrated.
+
+1.4      "Essential Patent" means a patent to the limited extent that
+infringement of such patent cannot be avoided in remaining compliant
+with the technology standards implicated by the usage of any of the
+Licensed Software, including optional implementation of such standards,
+on technical but not commercial grounds, taking into account normal
+technical practice and the state of the art generally available at
+the time of standardization.
+
+1.5      "Intellectual Property Rights" means any and all rights under
+statute, common law or equity in and under copyrights, trade secrets,
+and patents (including utility models), and analogous rights throughout
+the world,  including any applications for and the right to apply for,
+any of the foregoing.
+
+1.6      "Licensed Software" means the software and the associated
+documentation.
+
+1.7      "Agreement" means this document and the following Appendices
+which are attached hereto and included herein by reference :
+
+-                         Appendix A : Other License Grants and Rights
+
+
+Section 2.                Licenses
+2.1      Separate license grants and rights to Third Party Software,
+if different from those granted in this Section 2, are as identified
+on Appendix A.
+
+2.2      For Freescale Licensed Software, Freescale grants you a
+world-wide, personal, non-transferable, non-exclusive, license, under
+Freescale's Intellectual Property Rights:
+
+(a)         to use, only as part of, or integrated within, Authorized
+Systems and not on a stand alone basis, the Licensed Software;
+
+(b)         to reproduce, only as part of, or integrated within,
+Authorized Systems and not on a stand alone basis, the Licensed Software;
+
+(c)         to directly or indirectly manufacture, demonstrate, copy,
+distribute, market and sell the Licensed Software in object code
+(machine readable) only as part of, or  embedded within, Authorized
+Systems in object code form and not on a stand alone basis.
+Notwithstanding the foregoing, those files marked as .h files
+("Header files") may be distributed in source or object code form,
+but only as part of, or embedded within Authorized Systems.
+
+(d)         to copy, use and distribute as needed, solely in connection
+with an Authorized System, the proprietary information for the purpose
+of developing, maintaining and supporting Authorized Systems with which
+the Licensed Software is integrated.
+
+2.3      For Freescale Licensed Software provided to you in source code
+form (human readable), Freescale further grants to you a worldwide,
+personal, non-transferable, non-exclusive, license, under Freescale's
+Intellectual Property Rights:
+
+(a)        to prepare derivative works, only as part of, or integrated
+within, Authorized Systems and not on a stand alone basis, of the
+Licensed Software;
+
+(b)        to use, demonstrate, copy, distribute, market and sell
+derivative works of the Licensed Software in object code (machine
+readable) only as part of, or integrated within, Authorized Systems
+and not on a stand alone basis.  Notwithstanding the foregoing, those
+files marked as .h files ("Header files") may be distributed in source
+or object code form, but only as part of, or embedded within Authorized
+Systems.
+
+2.4      You may use subcontractors on your premises to exercise your
+rights under Section 2.2 and 2.3 so long as you have an agreement in
+place with the subcontractor containing confidentiality restrictions
+no less stringent than those contained in this Agreement.  You will
+remain liable for your subcontractors' adherence to the terms of this
+Agreement and for any and all acts and omissions of such subcontractors
+with respect to this Agreement and the Licensed Software.
+
+2.5      The licenses granted above in section 2.3 only extend to Freescale
+intellectual property rights that would be infringed by the Licensed
+Software prior to your preparation of any derivative work.
+
+2.6      You are solely responsible for obtaining any necessary third
+party approvals and any licenses for any necessary Essential Patents
+for their use in connection with technology that you incorporate into
+the your Authorized System (whether as part of the Licensed Software
+or not).
+
+2.7      The Licensed Software is licensed to you, not sold.  Title
+to Licensed Software delivered hereunder remains vested in Freescale
+or Freescale's licensor and cannot be assigned or transferred.  You
+are expressly forbidden from selling or otherwise distributing the
+Licensed Software, or any portion thereof, except as expressly permitted
+herein.  This Agreement does not grant to you any implied rights under
+any Freescale or third party intellectual property.
+
+2.8       You may not translate, reverse engineer, decompile, or
+disassemble the Licensed Software except to the extent applicable
+law specifically prohibits such restriction.  You must prohibit your
+sub-licensees from translating, reverse engineering, decompiling, or
+disassembling the Licensed Software except to the extent applicable
+law specifically prohibits such restriction.
+
+2.9       You must reproduce any and all of Freescale's (or its third
+party licensor's) copyright notices and other proprietary legends on
+copies of Licensed Software.
+
+2.10      If you distribute the Licensed Software to the United States
+Government, then the Licensed Software is "restricted computer software"
+and is subject to FAR 52.227-19 (c)(1) and (c)(2).
+
+2.11      You grant to Freescale a non-exclusive, non-transferable,
+irrevocable, perpetual, worldwide, royalty-free, sub-licensable license
+under your Intellectual Property Rights to use without restriction and
+for any purpose any suggestion, comment or other feedback related to
+the Licensed Software (including, but not limited to, error corrections
+and bug fixes).
+
+2.12       You will not take or fail to take any action that could
+subject the Licensed Software to an Excluded License.  An Excluded
+License means any license that requires as a condition of use,
+modification and/or distribution of software subject to the Excluded
+License, that such software or other software combined and/or distributed
+with such software be (A) disclosed or distributed in source code form;
+(B) licensed for the purpose of making derivative works; or
+(C) redistributable at no charge.
+
+
+Section 3.                Intellectual Property Rights
+
+3.1      Subject to Freescale's ownership interest in the underlying
+Licensed Software, all intellectual property rights associated with,
+and title to, your Authorized System will be retained by or will vest in you.
+
+3.2      Your modifications to the Licensed Software, and all intellectual
+property rights associated with, and title thereto, will be the property
+of Freescale.  You agree to assign all, and hereby do assign all rights,
+title, and interest to any such modifications to the Licensed Software
+to Freescale and agree to provide all assistance reasonably requested
+by Freescale to establish, preserve or enforce such right.  Further,
+you agree to waive all moral rights relating to your modifications to
+he Licensed Software, including, without limitation, any and all rights
+of identification of authorship and any and all rights of approval,
+restriction, or limitation on use or subsequent modification.
+Notwithstanding the foregoing, you will have the license rights granted
+in Section 2 hereto to any such modifications made by you or your
+licensor's.
+
+
+Section 4.                Patent Covenant not to Sue
+
+4.1      As partial, material consideration for the rights granted to
+you under this Agreement, you covenant not to sue or otherwise assert
+your patents against Freescale, a Freescale Affiliate or subsidiary,
+or a Freescale licensee of the Licensed Software for infringement of
+your Intellectual Property Rights by the manufacture, use, sale, offer
+for sale, importation or other disposition or promotion of the Licensed
+Software and/or any redistributed portions thereof.
+
+
+Section 5.                Term and Termination
+
+5.1      This Agreement will remain in effect unless terminated as
+provided herein.
+
+5.2      You may terminate this Agreement immediately upon written
+notice to Freescale at the address provided below.
+
+5.3      Either party may terminate this Agreement if the other party
+is in default of any of the terms and conditions of this Agreement,
+and termination is effective if the defaulting party fails to correct
+such default within 30 days after written notice thereof by the
+non-defaulting party to the defaulting party at the address below.
+
+5.4      Notwithstanding the foregoing, Freescale may terminate this
+Agreement immediately upon written notice if you:
+
+(a)          breach any of your confidentiality obligations or the
+license restrictions under this Agreement;
+
+(b)           become bankrupt or insolvent, or file a petition therefore;
+
+(c)           make an assignment for the benefit of its creditors;
+
+(d)           enter proceedings for winding up or dissolution;
+
+(e)           are dissolved; or
+
+(f)           are nationalized or is subject to the expropriation of all
+or substantially all of its business or assets.
+
+5.5      Upon termination of this Agreement, all licenses granted under
+Section 2 will expire, except that any licenses extended to end-users
+pursuant to Sections 2.2 (c), 2.2 (d) and 2.3 (b) which have been granted
+prior to such termination will survive.
+
+5.6      After termination of this Agreement by either party and upon
+Freescale's written request, you will, at your discretion, return to the
+Freescale any confidential information including any and all copies thereof
+or furnish to Freescale at the address below, a statement certifying, with
+respect to the Licensed Software delivered hereunder that the original and
+all copies, except for archival copies to be used solely for dispute
+resolution purposes, in whole or in part, in any form, of the Licensed
+Software have been destroyed.
+
+5.7       Notwithstanding the termination of this Agreement for any reason,
+the terms of Sections 1, 2.5 - 2.12, 3, 4, 5.6, 5.7, 7 and 8 will survive.
+
+
+Section 6.                Warranty
+
+6.1       Freescale warrants that for the 30 day period following your
+download of the Licensed Software that the Licensed Software as delivered
+is free of material defects in materials and workmanship.
+
+6.2       If Licensed Software is not as warranted, Freescale will, at its
+sole option, and as your exclusive remedy, either refund the fees associated
+with such Licensed Software, repair, or replace with the same or equivalent
+products that meet this warranty.  This warranty does not apply to Licensed
+Software that has been subjected to improper testing, assembly, mishandling,
+ modification, or misuse, whether by you or by others.  This warranty will
+not be expanded, and no obligation or liability will arise, due to technical
+advice or assistance, qualification or testing data, computerized data,
+facilities or service Freescale may provide in connection with the Licensed
+Software.
+
+6.3       Freescale does not warrant that the functions contained in the
+Licensed Software will meet your requirements or that the operation of the
+Licensed Software will be uninterrupted or error free.
+
+6.4       The warranty recited in this Section 6 extends only to you.
+
+6.5       THIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER
+WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY
+QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE
+UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED TO
+THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
+
+
+Section 7.                Indemnification
+
+7.1       You will defend, indemnify and hold harmless Freescale from any
+and all damages claims, liabilities, and costs (including reasonable
+attorney's fees) related to your (including contractor's and licensee's)
+use of the Licensed Software and/or (2) your (including contractor's and
+licensee's) violation of the terms and conditions of this Agreement.  You
+are excused from this obligation to the extent any such claim arises solely
+from the Licensed Software as provided by Freescale.
+
+
+Section 8.                General Provisions
+
+8.1       Amendments and Waivers.       No amendment of any provision of
+this Agreement will be valid unless stated in writing and signed by
+authorized representatives of each of the parties.  No waiver by any party
+of any default, misrepresentation or covenant herein, whether intentional
+or not, will be deemed to extend any prior or subsequent default,
+misrepresentation, or covenant hereunder or affect in any way any rights
+arising by virtue of any prior or subsequent occurrence.
+
+8.2       Choice of Law.           This Agreement will be governed by,
+construed, and enforced in accordance with the laws of the State of Texas.
+
+8.3       Confidential Information.  You will treat the Licensed Software
+as confidential information and you agree to retain the Licensed Software
+in confidence perpetually with respect to Licensed Software in source code
+form (human readable), or for a period of five (5) years from the date of
+termination of this Agreement, with respect to all other parts of the
+Licensed Software.  During this period you may not disclose any part of
+the Licensed Software to others than employees or contractors who have a
+need to know of the Licensed Software and who have executed written
+agreements obligating them to protect such Licensed Software.  You agree
+to use the same degree of care, but no less than a reasonable degree
+of care, with the Licensed Software as you do with your own confidential
+information. You may disclose Licensed Software to the extent required by
+a court or under operation of law or order provided that you notify Freescale
+of such requirement prior to disclosure, that you only disclose information
+required, and that the you allow Freescale the opportunity to object to such
+court or other legal body requiring such disclosure.
+
+8.4       Counterparts.  This Agreement may be executed in one or more
+original counterparts, all of which together will constitute one agreement,
+and facsimile signatures will have the same effect as original signatures.
+
+8.5       Entire Agreement.       This Agreement, including its attachments,
+constitutes the entire agreement between the parties regarding the subject
+matter hereof, and supersedes all prior communications, negotiations,
+understandings, agreements or representations, either written or oral,
+by or among the parties regarding such subject matter.
+
+8.6       Limitation of Liability.           EXCLUDING LIABILITY FOR A
+BREACH OF SECTION 8.3 (CONFIDENTIALITY), BREACHES OF THE LICENSE GRANTS
+IN SECTION 2, OR CLAIMS UNDER SECTION 7,  IN NO EVENT WILL EITHER PARTY
+BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL,
+SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT
+LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
+COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO THE FULL 
+EXTENT SUCH MAY BE DISCLAIMED BY LAW.  FREESCALE'S TOTAL LIABILITY FOR
+ANY AND ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF
+OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS
+AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO FREESCALE IN
+CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
+
+8.7       Notices.
+All notices and  communications under this Agreement will be made in writing,
+and will be effective when received at the following addresses:
+
+     Freescale:
+          Freescale Semiconductor, Inc.
+                    6501 William Cannon Drive, West
+                    Austin, Texas 78735
+                    ATTN:  General Manager, Multimedia Applications Division
+
+     With a copy to:
+          Freescale Semiconductor, Inc.
+                    6501 William Cannon West    OE62
+                    Austin, Texas 78735
+                    ATTN: Law Director, Multimedia Applications Division
+
+     You:    The address provided at registration will be used.
+
+
+Either party may change its notice information upon notice to the other party.
+
+8.8      Relationship of the Parties.     The parties are independent
+contractors. Nothing in this Agreement will be construed to create any
+partnership, joint venture, or similar relationship.  Neither party is
+authorized to bind the other to any obligations with third parties.
+
+8.9      Severability.  If any provision of this Agreement is held for
+any reason to be invalid or unenforceable the remaining provisions of
+this Agreement will be unimpaired and, unless a modification or replacement
+of the invalid or unenforceable provision is further held to deprive a
+party of a material benefit, in which case the Agreement will immediately
+terminate, the invalid or unenforceable provision will be replaced with a
+provision that is valid and enforceable and that comes closest to the
+parties' intention underlying the invalid or unenforceable provision.
+
+8.10     Succession and Assignment.   This Agreement will be binding upon
+and inure to the benefit of the parties and their permitted successors and
+assigns.  Neither party may assign this Agreement, or any part of this
+Agreement, without the prior written approval of the other party, which
+approval will not be unreasonably withheld or delayed.
+
+8.11     Unauthorized Use.  The Licensed Software is not intended or
+authorized for use in anti-personnel landmines, and you agree that it
+will not be used for this purpose. Upon request from Freescale, you will
+furnish a written certification that you do not use or permit the use of
+the Licensed Software in anti-personnel landmines.  The Licensed Software
+is not intended or authorized for use in products surgically implanted
+into the body, for life support or for other products in which a product
+failure could cause personal injury or death.  If you permit the uses of
+Licensed Software for these unintended or unauthorized uses, you will
+fully indemnify, defend, and hold harmless Freescale, its Affiliates,
+subsidiaries, officers and directors, employees, and distributors from
+all liability related to such use, including attorneys' fees and costs.
+
+8.12      Export.              If, at the time or times of Freescale's
+performance hereunder, an export license is required for Freescale to
+lawfully export Licensed Software, then the issuance of the appropriate
+licenses to Freescale or its subcontractor shall constitute a condition
+precedent to Freescale's obligations hereunder. You understand and agree
+that you will not by any means or method, export, re-export, resell, ship
+or divert or cause to be exported, re-exported, resold, shipped, or
+diverted, directly or indirectly, the Licensed Software, or any Freescale
+product or technology except as permitted by and in accordance with
+the laws and regulations of the United States and, if different than
+the United States, the country from which the export or re-export originates.
+
+8.13      International Sale of Goods.  The United Nations Convention
+on Contracts for the International Sale of Goods will not apply to this
+document.
+
+8.14      Audit.  You will maintain accurate and up-to-date records
+pertaining to this Agreement and will grant Freescale or its authorized
+agent access to and copies of such records and information as requested
+by Freescale that pertain to your obligations under this Agreement.
+Such access will be granted upon reasonable advance written notice,
+and be conducted during normal business hours with minimal impact to
+your business operations, and subject to confidentiality restrictions.
+You will maintain such records for a period of at least three (3) years
+from the date of termination of this Agreement.  You must make prompt
+adjustment to compensate for any errors and/or omissions disclosed by
+such examination or audit.
+
+
+APPENDIX A
+Other License Grants and Rights:
+
+The Licensed Software may include some or all of the following software
+which is not Freescale proprietary software and the rights granted herein
+are limited to those rights provided below:
+
+Open Source Software.
+Open source software is not licensed under the terms of this Agreement,
+but is instead licensed under the terms of applicable open source
+license(s), such as the BSD License, Apache License or the GNU Lesser
+General Public License.  Your use of the open source software is subject
+to the terms of each applicable license.  You must agree to the terms
+of each such applicable license, or you should not use the open source
+software.
+
+Vivante
+
+If the Licensed Software includes proprietary software developed by
+Vivante, your distribution rights are restricted to providing the
+Licensed Software in object code (machine readable), and only as part of,
+or embedded within, Authorized Systems that include a Vivante Graphics
+Processing Unit.
+
+Atheros
+
+If the Licensed Software includes proprietary software developed by Atheros,
+you must separately obtain rights beyond evaluation and demonstration in
+connection with the Atheros software.
+
+Coding Technologies, acquired by Dolby Laboratories ("CTS")
+
+If the Licensed Software includes software developed by CTS, you must
+separately obtain rights beyond evaluation and demonstration in
+connection with the CTS software from Dolby Laboratories.
+
+Microsoft
+If the Licensed Software includes software owned by the Microsoft
+Corporation ("Microsoft"), it is subject to the terms of your license
+with Microsoft (the "Microsoft Underlying Software") and as such,
+Freescale grants no license to you, beyond evaluation and demonstration
+in connection with Freescale processors, in the Microsoft Underlying
+Software.  You must separately obtain rights beyond evaluation and
+demonstration in connection with the Microsoft Underlying Software
+from Microsoft.
+
+Microsoft does not provide support services for the
+components provide to you through this Agreement.  If you have any
+questions or require technical assistance, please contact Freescale.
+Microsoft Corporation is a third party beneficiary to this Agreement
+with the right to enforce the terms of this Agreement.
+
+TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS FFILIATES
+DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING SOFTWARE.
+TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR
+ITS AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR
+OTHERWISE, FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT,
+CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED
+TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
+COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING
+FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING SOFTWARE.
+
+SanDisk Corporation Software
+
+            If the Licensed Software includes software developed
+by SanDisk Corporation ("SanDisk"), you must separately obtain
+the rights to reproduce and distribute this software in source
+code form from SanDisk.  Please follow these easy steps to obtain
+the license and software:
+
+1.         Contact your local SanDisk sales representative to obtain
+the SanDisk License Agreement.
+
+2.         Sign the license agreement.  Fax the signed agreement to
+SanDisk USA marketing department at 408-542-0403.  The license will
+be valid when fully executed by SanDisk.
+
+3.         If you have specific questions, please send an email to
+sales@sandisk.com
+
+            You may only use the SanDisk Corporation Software on
+products compatible with a SanDisk Secure Digital Card.  You may not
+use the SanDisk Corporation Software on any memory device product.
+SanDisk retains all rights to any modifications or derivative works
+to the SanDisk Corporation Software that you may create.
+
+Global Locate
+
+If the Licensed Software includes software and hardware developed by
+Global Locate, Inc. ("Global Locate"), and acquired by Broadcom
+Corporation, you must separately obtain rights beyond evaluation
+and demonstration for the Global Locate software from Broadcom Corporation.
+
+CSR
+
+If the Licensed Software includes software and hardware developed
+by Cambridge Silicon Radio, Inc. ("CSR"), you must separately obtain
+rights beyond evaluation and demonstration for the CSR software from CSR.