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| 1 | IMPORTANT. Read the following Freescale Software License Agreement | 1 | LA_OPT27 v4 June 2013 |
| 2 | ("Agreement") completely. By selecting the "I Accept" button at the | 2 | |
| 3 | end of this page, you indicate that you accept the terms of the | 3 | FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT |
| 4 | Agreement referenced below. You may then download the file. If this | 4 | |
| 5 | is a "shrink wrap license," by opening the package and installing the | 5 | IMPORTANT. Read the following Freescale Semiconductor Software |
| 6 | software contained, you indicate that you accept the terms of the | 6 | License Agreement ("Agreement") completely. By selecting the |
| 7 | Agreement referenced below. | 7 | "I Accept" button at the end of this page, you indicate that |
| 8 | 8 | you accept the terms of this Agreement. You may then | |
| 9 | OPEN SOURCE LICENSE | 9 | download the file. |
| 10 | 10 | ||
| 11 | You are about to download certain software that is subject to various | 11 | |
| 12 | open source licenses such as the Apache License, the BSD license, the | 12 | This is a legal agreement between you, as an authorized representative |
| 13 | Free Software Foundation General Public License and Lesser General | 13 | of your employer (together "you"), and Freescale Semiconductor, Inc. |
| 14 | Public License, the Mozilla Public License and others. The particular | 14 | ("Freescale") and its Affiliates. It concerns your rights to use this |
| 15 | files are listed in a file in the distribution, which will typically | 15 | software and any accompanying written documentation (the "Licensed |
| 16 | be called "package_manifest.txt" ("Manifest"). In the case of a | 16 | Software"). In consideration for Freescale allowing you to access |
| 17 | discrepancy between the Manifest and the files in the distribution, | 17 | the Licensed Software, you are agreeing to be bound by the terms of |
| 18 | the files in the distribution will supersede this list. The files that | 18 | this Agreement. If you do not agree to all of the terms of this |
| 19 | are subject to open source licenses will have the licensing details | 19 | Agreement, do not download the Licensed Software. If at any point |
| 20 | contained in those files. If you do not accept the terms of any of | 20 | you no longer agree to all the terms of this Agreement, stop using |
| 21 | those licenses, stop using those files immediately. | 21 | the Licensed Software immediately and delete all copies of the |
| 22 | 22 | Licensed Software in your possession or control. Any copies of the | |
| 23 | FREESCALE SOFTWARE LICENSE AGREEMENT | 23 | Licensed Software that you have already distributed, where permitted, |
| 24 | 24 | and that have not been destroyed, will continue to be governed by | |
| 25 | This is a legal agreement between you (either as an individual or as | 25 | this Agreement. Your prior use of the Licensed Software will also |
| 26 | an authorized representative of your employer) and Freescale | 26 | continue to be governed by this Agreement. |
| 27 | Semiconductor, Inc. ("Freescale"). It concerns your rights to use | 27 | |
| 28 | these files and any accompanying written materials (the "Software" and | 28 | Section 1. Definitions |
| 29 | the "Codec Software" (as defined below). Except where specifically | 29 | |
| 30 | indicated in the License Grant below, Software will include Codec | 30 | 1.1 "Affiliate" means, any corporation, or entity directly or |
| 31 | Software including third party software as more fully described below | 31 | indirectly controlled by, controlling, or under common control with |
| 32 | and identified on Attachment A; and software created or licensed to | 32 | Freescale. |
| 33 | Freescale. This Agreement does not concern your use of any files that | 33 | |
| 34 | are subject to an "open source" software license, such as the Free | 34 | 1.2 "Authorized Employees" means your employees or contractors |
| 35 | Software Foundation "General Public License," or "GNU GPL." In | 35 | working at your premises on your behalf under a work for hire agreement. |
| 36 | consideration for Freescale allowing you to access the Software, you | 36 | |
| 37 | are agreeing to be bound by the terms of this Agreement. If you do not | 37 | 1.3 "Authorized System" means the hardware system(s) or software |
| 38 | agree to all of the terms of this Agreement, do not download the | 38 | program(s) marketed by you which contains an i.MX processor and for |
| 39 | Software. If you change your mind later, stop using the Software and | 39 | which the Licensed Software will be adapted by Licensee pursuant to |
| 40 | delete all copies of the Software in your possession or control. Any | 40 | this Agreement and with which the Licensed Software will be integrated. |
| 41 | copies of the Software that you have already distributed, where | 41 | |
| 42 | permitted, and do not destroy will continue to be governed by this | 42 | 1.4 "Essential Patent" means a patent to the limited extent that |
| 43 | Agreement. Your prior use will also continue to be governed by this | ||
| 44 | Agreement. | ||
| 45 | |||
| 46 | LICENSE GRANT. Exclusively in conjunction with your development and | ||
| 47 | sale of a product containing an i.MX or STMP programmable processing | ||
| 48 | unit (e.g. a microprocessor, microcontroller) supplied directly or | ||
| 49 | indirectly from Freescale ("Freescale System"), Freescale grants to | ||
| 50 | you, free of charge, the non-exclusive, non-transferable right (1) to | ||
| 51 | use the Software, (2) to reproduce the Software, (3) distribute the | ||
| 52 | Software, (4) to sublicense to others the right to use the distributed | ||
| 53 | Software as included within the Freescale System and, to the extent | ||
| 54 | the Software is provided in source code form (human readable), (5) to | ||
| 55 | prepare derivative works of the Software, (6) to distribute derivative | ||
| 56 | works thereof only in object (machine-readable) form as part of a | ||
| 57 | Freescale System, and (7) to sublicense to others the right to use the | ||
| 58 | distributed derivative works as included within the Freescale System. | ||
| 59 | Exclusively in conjunction with your development and sale of a product | ||
| 60 | containing a Freescale System, Freescale grants to you, free of | ||
| 61 | charge, the non-exclusive, non-transferable right to use the Codec | ||
| 62 | Software evaluation and demonstration purposes only. Codec Software | ||
| 63 | is software designed for processing multimedia streams (audio and | ||
| 64 | video). You agree that you are responsible for obtaining any | ||
| 65 | necessary licenses or permission for all Essential Patents for Codec | ||
| 66 | Software. "Essential Patent" means a patent to the limited extent that | ||
| 67 | infringement of such patent cannot be avoided in remaining compliant | 43 | infringement of such patent cannot be avoided in remaining compliant |
| 68 | with the technology standards implicated by the usage of any of the | 44 | with the technology standards implicated by the usage of any of the |
| 69 | Codec Software, including optional implementation of such standards, | 45 | Licensed Software, including optional implementation of such standards, |
| 70 | on technical but not commercial grounds, taking into account normal | 46 | on technical but not commercial grounds, taking into account normal |
| 71 | technical practice and the state of the art generally available at the | 47 | technical practice and the state of the art generally available at |
| 72 | time of standardization. You may not translate, reverse engineer, | 48 | the time of standardization. |
| 73 | decompile, or disassemble the Software except to the extent applicable | 49 | |
| 74 | law specifically prohibits such restriction. You will not assert | 50 | 1.5 "Intellectual Property Rights" means any and all rights under |
| 75 | against Freescale any intellectual property right that you create in | 51 | statute, common law or equity in and under copyrights, trade secrets, |
| 76 | preparation of any derivative works of the Software. If you violate | 52 | and patents (including utility models), and analogous rights throughout |
| 77 | any of the terms or restrictions of this Agreement, Freescale may | 53 | the world, including any applications for and the right to apply for, |
| 78 | immediately terminate this Agreement, and require that you stop using | 54 | any of the foregoing. |
| 79 | and delete all copies of the Software in your possession or control. | 55 | |
| 80 | 56 | 1.6 "Licensed Software" means the software and the associated | |
| 81 | COPYRIGHT. The Software is licensed to you, not sold. Freescale or | 57 | documentation. |
| 82 | its licensor owns the Software, and United States copyright laws and | 58 | |
| 83 | international treaty provisions protect the Software. Therefore, you | 59 | 1.7 "Agreement" means this document and the following Appendices |
| 84 | must treat the Software like any other copyrighted material (e.g. a | 60 | which are attached hereto and included herein by reference : |
| 85 | book or musical recording). You may not use or copy the Software for | 61 | |
| 86 | any other purpose than what is described in this Agreement. Except as | 62 | - Appendix A : Other License Grants and Rights |
| 87 | expressly provided herein, Freescale does not grant to you any express | 63 | |
| 88 | or implied rights under any Freescale or third party patents, | 64 | |
| 89 | copyrights, trademarks, or trade secrets. Additionally, you must | 65 | Section 2. Licenses |
| 90 | reproduce and apply any copyright or other proprietary rights notices | 66 | 2.1 Separate license grants and rights to Third Party Software, |
| 91 | included on or embedded in the Software to any copies or derivative | 67 | if different from those granted in this Section 2, are as identified |
| 92 | works made thereof, in whole or in part, if any. | 68 | on Appendix A. |
| 93 | 69 | ||
| 94 | SUPPORT. Freescale is NOT obligated to provide any support, upgrades | 70 | 2.2 For Freescale Licensed Software, Freescale grants you a |
| 95 | or new releases of the Software. If you wish, you may contact | 71 | world-wide, personal, non-transferable, non-exclusive, license, under |
| 96 | Freescale and report problems and provide suggestions regarding the | 72 | Freescale's Intellectual Property Rights: |
| 97 | Software. Freescale has no obligation whatsoever to respond in any way | 73 | |
| 98 | to such a problem report or suggestion. Freescale may make changes to | 74 | (a) to use, only as part of, or integrated within, Authorized |
| 99 | the Software at any time, without any obligation to notify or provide | 75 | Systems and not on a stand alone basis, the Licensed Software; |
| 100 | updated versions of the Software to you. | 76 | |
| 101 | 77 | (b) to reproduce, only as part of, or integrated within, | |
| 102 | EXCLUDED LICENSES. You will not take or fail to take any action that | 78 | Authorized Systems and not on a stand alone basis, the Licensed Software; |
| 103 | could subject the Software to an Excluded License. An Excluded | 79 | |
| 80 | (c) to directly or indirectly manufacture, demonstrate, copy, | ||
| 81 | distribute, market and sell the Licensed Software in object code | ||
| 82 | (machine readable) only as part of, or embedded within, Authorized | ||
| 83 | Systems in object code form and not on a stand alone basis. | ||
| 84 | Notwithstanding the foregoing, those files marked as .h files | ||
| 85 | ("Header files") may be distributed in source or object code form, | ||
| 86 | but only as part of, or embedded within Authorized Systems. | ||
| 87 | |||
| 88 | (d) to copy, use and distribute as needed, solely in connection | ||
| 89 | with an Authorized System, the proprietary information for the purpose | ||
| 90 | of developing, maintaining and supporting Authorized Systems with which | ||
| 91 | the Licensed Software is integrated. | ||
| 92 | |||
| 93 | 2.3 For Freescale Licensed Software provided to you in source code | ||
| 94 | form (human readable), Freescale further grants to you a worldwide, | ||
| 95 | personal, non-transferable, non-exclusive, license, under Freescale's | ||
| 96 | Intellectual Property Rights: | ||
| 97 | |||
| 98 | (a) to prepare derivative works, only as part of, or integrated | ||
| 99 | within, Authorized Systems and not on a stand alone basis, of the | ||
| 100 | Licensed Software; | ||
| 101 | |||
| 102 | (b) to use, demonstrate, copy, distribute, market and sell | ||
| 103 | derivative works of the Licensed Software in object code (machine | ||
| 104 | readable) only as part of, or integrated within, Authorized Systems | ||
| 105 | and not on a stand alone basis. Notwithstanding the foregoing, those | ||
| 106 | files marked as .h files ("Header files") may be distributed in source | ||
| 107 | or object code form, but only as part of, or embedded within Authorized | ||
| 108 | Systems. | ||
| 109 | |||
| 110 | 2.4 You may use subcontractors on your premises to exercise your | ||
| 111 | rights under Section 2.2 and 2.3 so long as you have an agreement in | ||
| 112 | place with the subcontractor containing confidentiality restrictions | ||
| 113 | no less stringent than those contained in this Agreement. You will | ||
| 114 | remain liable for your subcontractors' adherence to the terms of this | ||
| 115 | Agreement and for any and all acts and omissions of such subcontractors | ||
| 116 | with respect to this Agreement and the Licensed Software. | ||
| 117 | |||
| 118 | 2.5 The licenses granted above in section 2.3 only extend to Freescale | ||
| 119 | intellectual property rights that would be infringed by the Licensed | ||
| 120 | Software prior to your preparation of any derivative work. | ||
| 121 | |||
| 122 | 2.6 You are solely responsible for obtaining any necessary third | ||
| 123 | party approvals and any licenses for any necessary Essential Patents | ||
| 124 | for their use in connection with technology that you incorporate into | ||
| 125 | the your Authorized System (whether as part of the Licensed Software | ||
| 126 | or not). | ||
| 127 | |||
| 128 | 2.7 The Licensed Software is licensed to you, not sold. Title | ||
| 129 | to Licensed Software delivered hereunder remains vested in Freescale | ||
| 130 | or Freescale's licensor and cannot be assigned or transferred. You | ||
| 131 | are expressly forbidden from selling or otherwise distributing the | ||
| 132 | Licensed Software, or any portion thereof, except as expressly permitted | ||
| 133 | herein. This Agreement does not grant to you any implied rights under | ||
| 134 | any Freescale or third party intellectual property. | ||
| 135 | |||
| 136 | 2.8 You may not translate, reverse engineer, decompile, or | ||
| 137 | disassemble the Licensed Software except to the extent applicable | ||
| 138 | law specifically prohibits such restriction. You must prohibit your | ||
| 139 | sub-licensees from translating, reverse engineering, decompiling, or | ||
| 140 | disassembling the Licensed Software except to the extent applicable | ||
| 141 | law specifically prohibits such restriction. | ||
| 142 | |||
| 143 | 2.9 You must reproduce any and all of Freescale's (or its third | ||
| 144 | party licensor's) copyright notices and other proprietary legends on | ||
| 145 | copies of Licensed Software. | ||
| 146 | |||
| 147 | 2.10 If you distribute the Licensed Software to the United States | ||
| 148 | Government, then the Licensed Software is "restricted computer software" | ||
| 149 | and is subject to FAR 52.227-19 (c)(1) and (c)(2). | ||
| 150 | |||
| 151 | 2.11 You grant to Freescale a non-exclusive, non-transferable, | ||
| 152 | irrevocable, perpetual, worldwide, royalty-free, sub-licensable license | ||
| 153 | under your Intellectual Property Rights to use without restriction and | ||
| 154 | for any purpose any suggestion, comment or other feedback related to | ||
| 155 | the Licensed Software (including, but not limited to, error corrections | ||
| 156 | and bug fixes). | ||
| 157 | |||
| 158 | 2.12 You will not take or fail to take any action that could | ||
| 159 | subject the Licensed Software to an Excluded License. An Excluded | ||
| 104 | License means any license that requires as a condition of use, | 160 | License means any license that requires as a condition of use, |
| 105 | modification and/or distribution of software subject to the Excluded | 161 | modification and/or distribution of software subject to the Excluded |
| 106 | License, that such software or other software combined and/or | 162 | License, that such software or other software combined and/or distributed |
| 107 | distributed with such software be (A) disclosed or distributed in | 163 | with such software be (A) disclosed or distributed in source code form; |
| 108 | source code form; (B) licensed for the purpose of making derivative | 164 | (B) licensed for the purpose of making derivative works; or |
| 109 | works; or (C) redistributable at no charge. | 165 | (C) redistributable at no charge. |
| 110 | 166 | ||
| 111 | FEEDBACK. You grant to Freescale a non-exclusive, non-transferable, | 167 | |
| 112 | irrevocable, perpetual, worldwide, royalty-free, sub-licensable | 168 | Section 3. Intellectual Property Rights |
| 113 | license under your Intellectual Property Rights to use without | 169 | |
| 114 | restriction and for any purpose any suggestion, comment or other | 170 | 3.1 Subject to Freescale's ownership interest in the underlying |
| 115 | feedback related to the Licensed Software (including, but not limited | 171 | Licensed Software, all intellectual property rights associated with, |
| 116 | to, error corrections and bug fixes). | 172 | and title to, your Authorized System will be retained by or will vest in you. |
| 117 | 173 | ||
| 118 | NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREESCALE | 174 | 3.2 Your modifications to the Licensed Software, and all intellectual |
| 119 | EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS | 175 | property rights associated with, and title thereto, will be the property |
| 120 | PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR | 176 | of Freescale. You agree to assign all, and hereby do assign all rights, |
| 121 | IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF | 177 | title, and interest to any such modifications to the Licensed Software |
| 122 | MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR | 178 | to Freescale and agree to provide all assistance reasonably requested |
| 123 | NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR | 179 | by Freescale to establish, preserve or enforce such right. Further, |
| 124 | PERFORMANCE OF THE SOFTWARE, OR ANY SYSTEMS YOU DESIGN USING THE | 180 | you agree to waive all moral rights relating to your modifications to |
| 125 | SOFTWARE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A | 181 | he Licensed Software, including, without limitation, any and all rights |
| 126 | WARRANTY OR REPRESENTATION BY FREESCALE THAT THE SOFTWARE OR ANY | 182 | of identification of authorship and any and all rights of approval, |
| 127 | DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING THE SOFTWARE WILL BE | 183 | restriction, or limitation on use or subsequent modification. |
| 128 | FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD | 184 | Notwithstanding the foregoing, you will have the license rights granted |
| 129 | PARTIES. | 185 | in Section 2 hereto to any such modifications made by you or your |
| 130 | 186 | licensor's. | |
| 131 | INDEMNITY. You agree to fully defend and indemnify Freescale from any | 187 | |
| 132 | and all claims, liabilities, and costs (including reasonable | 188 | |
| 133 | attorney's fees) related to (1) your use (including your sublicensee's | 189 | Section 4. Patent Covenant not to Sue |
| 134 | use, if permitted) of the Software or (2) your violation of the terms | 190 | |
| 135 | and conditions of this Agreement. | 191 | 4.1 As partial, material consideration for the rights granted to |
| 136 | 192 | you under this Agreement, you covenant not to sue or otherwise assert | |
| 137 | LIMITATION OF LIABILITY. IN NO EVENT WILL FREESCALE BE LIABLE, | 193 | your patents against Freescale, a Freescale Affiliate or subsidiary, |
| 138 | WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, | 194 | or a Freescale licensee of the Licensed Software for infringement of |
| 139 | INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT | 195 | your Intellectual Property Rights by the manufacture, use, sale, offer |
| 196 | for sale, importation or other disposition or promotion of the Licensed | ||
| 197 | Software and/or any redistributed portions thereof. | ||
| 198 | |||
| 199 | |||
| 200 | Section 5. Term and Termination | ||
| 201 | |||
| 202 | 5.1 This Agreement will remain in effect unless terminated as | ||
| 203 | provided herein. | ||
| 204 | |||
| 205 | 5.2 You may terminate this Agreement immediately upon written | ||
| 206 | notice to Freescale at the address provided below. | ||
| 207 | |||
| 208 | 5.3 Either party may terminate this Agreement if the other party | ||
| 209 | is in default of any of the terms and conditions of this Agreement, | ||
| 210 | and termination is effective if the defaulting party fails to correct | ||
| 211 | such default within 30 days after written notice thereof by the | ||
| 212 | non-defaulting party to the defaulting party at the address below. | ||
| 213 | |||
| 214 | 5.4 Notwithstanding the foregoing, Freescale may terminate this | ||
| 215 | Agreement immediately upon written notice if you: | ||
| 216 | |||
| 217 | (a) breach any of your confidentiality obligations or the | ||
| 218 | license restrictions under this Agreement; | ||
| 219 | |||
| 220 | (b) become bankrupt or insolvent, or file a petition therefore; | ||
| 221 | |||
| 222 | (c) make an assignment for the benefit of its creditors; | ||
| 223 | |||
| 224 | (d) enter proceedings for winding up or dissolution; | ||
| 225 | |||
| 226 | (e) are dissolved; or | ||
| 227 | |||
| 228 | (f) are nationalized or is subject to the expropriation of all | ||
| 229 | or substantially all of its business or assets. | ||
| 230 | |||
| 231 | 5.5 Upon termination of this Agreement, all licenses granted under | ||
| 232 | Section 2 will expire, except that any licenses extended to end-users | ||
| 233 | pursuant to Sections 2.2 (c), 2.2 (d) and 2.3 (b) which have been granted | ||
| 234 | prior to such termination will survive. | ||
| 235 | |||
| 236 | 5.6 After termination of this Agreement by either party and upon | ||
| 237 | Freescale's written request, you will, at your discretion, return to the | ||
| 238 | Freescale any confidential information including any and all copies thereof | ||
| 239 | or furnish to Freescale at the address below, a statement certifying, with | ||
| 240 | respect to the Licensed Software delivered hereunder that the original and | ||
| 241 | all copies, except for archival copies to be used solely for dispute | ||
| 242 | resolution purposes, in whole or in part, in any form, of the Licensed | ||
| 243 | Software have been destroyed. | ||
| 244 | |||
| 245 | 5.7 Notwithstanding the termination of this Agreement for any reason, | ||
| 246 | the terms of Sections 1, 2.5 - 2.12, 3, 4, 5.6, 5.7, 7 and 8 will survive. | ||
| 247 | |||
| 248 | |||
| 249 | Section 6. Warranty | ||
| 250 | |||
| 251 | 6.1 Freescale warrants that for the 30 day period following your | ||
| 252 | download of the Licensed Software that the Licensed Software as delivered | ||
| 253 | is free of material defects in materials and workmanship. | ||
| 254 | |||
| 255 | 6.2 If Licensed Software is not as warranted, Freescale will, at its | ||
| 256 | sole option, and as your exclusive remedy, either refund the fees associated | ||
| 257 | with such Licensed Software, repair, or replace with the same or equivalent | ||
| 258 | products that meet this warranty. This warranty does not apply to Licensed | ||
| 259 | Software that has been subjected to improper testing, assembly, mishandling, | ||
| 260 | modification, or misuse, whether by you or by others. This warranty will | ||
| 261 | not be expanded, and no obligation or liability will arise, due to technical | ||
| 262 | advice or assistance, qualification or testing data, computerized data, | ||
| 263 | facilities or service Freescale may provide in connection with the Licensed | ||
| 264 | Software. | ||
| 265 | |||
| 266 | 6.3 Freescale does not warrant that the functions contained in the | ||
| 267 | Licensed Software will meet your requirements or that the operation of the | ||
| 268 | Licensed Software will be uninterrupted or error free. | ||
| 269 | |||
| 270 | 6.4 The warranty recited in this Section 6 extends only to you. | ||
| 271 | |||
| 272 | 6.5 THIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER | ||
| 273 | WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY | ||
| 274 | QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE | ||
| 275 | UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED TO | ||
| 276 | THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. | ||
| 277 | |||
| 278 | |||
| 279 | Section 7. Indemnification | ||
| 280 | |||
| 281 | 7.1 You will defend, indemnify and hold harmless Freescale from any | ||
| 282 | and all damages claims, liabilities, and costs (including reasonable | ||
| 283 | attorney's fees) related to your (including contractor's and licensee's) | ||
| 284 | use of the Licensed Software and/or (2) your (including contractor's and | ||
| 285 | licensee's) violation of the terms and conditions of this Agreement. You | ||
| 286 | are excused from this obligation to the extent any such claim arises solely | ||
| 287 | from the Licensed Software as provided by Freescale. | ||
| 288 | |||
| 289 | |||
| 290 | Section 8. General Provisions | ||
| 291 | |||
| 292 | 8.1 Amendments and Waivers. No amendment of any provision of | ||
| 293 | this Agreement will be valid unless stated in writing and signed by | ||
| 294 | authorized representatives of each of the parties. No waiver by any party | ||
| 295 | of any default, misrepresentation or covenant herein, whether intentional | ||
| 296 | or not, will be deemed to extend any prior or subsequent default, | ||
| 297 | misrepresentation, or covenant hereunder or affect in any way any rights | ||
| 298 | arising by virtue of any prior or subsequent occurrence. | ||
| 299 | |||
| 300 | 8.2 Choice of Law. This Agreement will be governed by, | ||
| 301 | construed, and enforced in accordance with the laws of the State of Texas. | ||
| 302 | |||
| 303 | 8.3 Confidential Information. You will treat the Licensed Software | ||
| 304 | as confidential information and you agree to retain the Licensed Software | ||
| 305 | in confidence perpetually with respect to Licensed Software in source code | ||
| 306 | form (human readable), or for a period of five (5) years from the date of | ||
| 307 | termination of this Agreement, with respect to all other parts of the | ||
| 308 | Licensed Software. During this period you may not disclose any part of | ||
| 309 | the Licensed Software to others than employees or contractors who have a | ||
| 310 | need to know of the Licensed Software and who have executed written | ||
| 311 | agreements obligating them to protect such Licensed Software. You agree | ||
| 312 | to use the same degree of care, but no less than a reasonable degree | ||
| 313 | of care, with the Licensed Software as you do with your own confidential | ||
| 314 | information. You may disclose Licensed Software to the extent required by | ||
| 315 | a court or under operation of law or order provided that you notify Freescale | ||
| 316 | of such requirement prior to disclosure, that you only disclose information | ||
| 317 | required, and that the you allow Freescale the opportunity to object to such | ||
| 318 | court or other legal body requiring such disclosure. | ||
| 319 | |||
| 320 | 8.4 Counterparts. This Agreement may be executed in one or more | ||
| 321 | original counterparts, all of which together will constitute one agreement, | ||
| 322 | and facsimile signatures will have the same effect as original signatures. | ||
| 323 | |||
| 324 | 8.5 Entire Agreement. This Agreement, including its attachments, | ||
| 325 | constitutes the entire agreement between the parties regarding the subject | ||
| 326 | matter hereof, and supersedes all prior communications, negotiations, | ||
| 327 | understandings, agreements or representations, either written or oral, | ||
| 328 | by or among the parties regarding such subject matter. | ||
| 329 | |||
| 330 | 8.6 Limitation of Liability. EXCLUDING LIABILITY FOR A | ||
| 331 | BREACH OF SECTION 8.3 (CONFIDENTIALITY), BREACHES OF THE LICENSE GRANTS | ||
| 332 | IN SECTION 2, OR CLAIMS UNDER SECTION 7, IN NO EVENT WILL EITHER PARTY | ||
| 333 | BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, | ||
| 334 | SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT | ||
| 140 | LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, | 335 | LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, |
| 141 | COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL | 336 | COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO THE FULL |
| 142 | EXTENT SUCH MAY BE DISCLAIMED BY LAW. FREESCALE'S TOTAL LIABILITY FOR | 337 | EXTENT SUCH MAY BE DISCLAIMED BY LAW. FREESCALE'S TOTAL LIABILITY FOR |
| 143 | ANY AND ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT | 338 | ANY AND ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF |
| 144 | OF OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER | 339 | OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS |
| 145 | THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY LICENSEE TO | 340 | AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO FREESCALE IN |
| 146 | FREESCALE IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR | 341 | CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED. |
| 147 | DAMAGES ARE CLAIMED. | 342 | |
| 148 | 343 | 8.7 Notices. | |
| 149 | COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS. You must use the Software | 344 | All notices and communications under this Agreement will be made in writing, |
| 150 | in accordance with all applicable export laws, regulations and | 345 | and will be effective when received at the following addresses: |
| 151 | statutes. You agree that neither you nor your licensees (if any) | 346 | |
| 152 | intend to or will, directly or indirectly, export or transmit the | 347 | Freescale: |
| 153 | Software to any country in violation of. any export restrictions. | 348 | Freescale Semiconductor, Inc. |
| 154 | 349 | 6501 William Cannon Drive, West | |
| 155 | GOVERNMENT USE. Use of the Software and any corresponding | 350 | Austin, Texas 78735 |
| 156 | documentation, if any, is provided with RESTRICTED RIGHTS. Use, | 351 | ATTN: General Manager, Multimedia Applications Division |
| 157 | duplication or disclosure by the Government is subject to restrictions | ||
| 158 | as set forth in subparagraph (c)(1)(ii) of The Rights in Technical | ||
| 159 | Data and Computer Software clause at DFARS 252.227-7013 or | ||
| 160 | subparagraphs (c)(l) and (2) of the Commercial Computer | ||
| 161 | Software--Restricted Rights at 48 CFR 52.227-19, as | ||
| 162 | applicable. Manufacturer is Freescale Semiconductor, Inc., 6501 | ||
| 163 | William Cannon Drive West, Austin, TX, 78735. | ||
| 164 | |||
| 165 | HIGH RISK ACTIVITIES. You acknowledge that the Software is not fault | ||
| 166 | tolerant and is not designed, manufactured or intended by Freescale | ||
| 167 | for incorporation into products intended for use or resale in on-line | ||
| 168 | control equipment in hazardous, dangerous to life or potentially | ||
| 169 | life-threatening environments requiring fail-safe performance, such as | ||
| 170 | in the operation of nuclear facilities, aircraft navigation or | ||
| 171 | communication systems, air traffic control, direct life support | ||
| 172 | machines or weapons systems, in which the failure of products could | ||
| 173 | lead directly to death, personal injury or severe physical or | ||
| 174 | environmental damage ("High Risk Activities"). You specifically | ||
| 175 | represent and warrant that you will not use the Software or any | ||
| 176 | derivative work of the Software for High Risk Activities. | ||
| 177 | |||
| 178 | CHOICE OF LAW; VENUE; LIMITATIONS. You agree that the statutes and | ||
| 179 | laws of the United States and the State of Texas, USA, without regard | ||
| 180 | to conflicts of laws principles, will apply to all matters relating to | ||
| 181 | this Agreement or the Software, and you agree that any litigation will | ||
| 182 | be subject to the exclusive jurisdiction of the state or federal | ||
| 183 | courts in Texas, USA. | ||
| 184 | |||
| 185 | PRODUCT LABELING. You are not authorized to use any Freescale | ||
| 186 | trademarks, brand names, or logos. | ||
| 187 | |||
| 188 | ENTIRE AGREEMENT. This Agreement constitutes the entire agreement | ||
| 189 | between you and Freescale regarding the subject matter of this | ||
| 190 | Agreement, and supersedes all prior communications, negotiations, | ||
| 191 | understandings, agreements or representations, either written or oral, | ||
| 192 | if any. This Agreement may only be amended in written form, executed | ||
| 193 | by you and Freescale. | ||
| 194 | 352 | ||
| 195 | SEVERABILITY. If any provision of this Agreement is held for any | 353 | With a copy to: |
| 196 | reason to be invalid or unenforceable, then the remaining provisions | 354 | Freescale Semiconductor, Inc. |
| 197 | of this Agreement will be unimpaired and, unless a modification or | 355 | 6501 William Cannon West OE62 |
| 198 | replacement of the invalid or unenforceable provision is further held | 356 | Austin, Texas 78735 |
| 199 | to deprive you or Freescale of a material benefit, in which case the | 357 | ATTN: Law Director, Multimedia Applications Division |
| 200 | Agreement will immediately terminate, the invalid or unenforceable | ||
| 201 | provision will be replaced with a provision that is valid and | ||
| 202 | enforceable and that comes closest to the intention underlying the | ||
| 203 | invalid or unenforceable provision. | ||
| 204 | 358 | ||
| 205 | NO WAIVER. The waiver by Freescale of any breach of any provision of | 359 | You: The address provided at registration will be used. |
| 206 | this Agreement will not operate or be construed as a waiver of any | ||
| 207 | other or a subsequent breach of the same or a different provision. | ||
| 208 | 360 | ||
| 209 | 361 | ||
| 362 | Either party may change its notice information upon notice to the other party. | ||
| 210 | 363 | ||
| 364 | 8.8 Relationship of the Parties. The parties are independent | ||
| 365 | contractors. Nothing in this Agreement will be construed to create any | ||
| 366 | partnership, joint venture, or similar relationship. Neither party is | ||
| 367 | authorized to bind the other to any obligations with third parties. | ||
| 211 | 368 | ||
| 212 | ATTACHMENT A: | 369 | 8.9 Severability. If any provision of this Agreement is held for |
| 370 | any reason to be invalid or unenforceable the remaining provisions of | ||
| 371 | this Agreement will be unimpaired and, unless a modification or replacement | ||
| 372 | of the invalid or unenforceable provision is further held to deprive a | ||
| 373 | party of a material benefit, in which case the Agreement will immediately | ||
| 374 | terminate, the invalid or unenforceable provision will be replaced with a | ||
| 375 | provision that is valid and enforceable and that comes closest to the | ||
| 376 | parties' intention underlying the invalid or unenforceable provision. | ||
| 377 | |||
| 378 | 8.10 Succession and Assignment. This Agreement will be binding upon | ||
| 379 | and inure to the benefit of the parties and their permitted successors and | ||
| 380 | assigns. Neither party may assign this Agreement, or any part of this | ||
| 381 | Agreement, without the prior written approval of the other party, which | ||
| 382 | approval will not be unreasonably withheld or delayed. | ||
| 383 | |||
| 384 | 8.11 Unauthorized Use. The Licensed Software is not intended or | ||
| 385 | authorized for use in anti-personnel landmines, and you agree that it | ||
| 386 | will not be used for this purpose. Upon request from Freescale, you will | ||
| 387 | furnish a written certification that you do not use or permit the use of | ||
| 388 | the Licensed Software in anti-personnel landmines. The Licensed Software | ||
| 389 | is not intended or authorized for use in products surgically implanted | ||
| 390 | into the body, for life support or for other products in which a product | ||
| 391 | failure could cause personal injury or death. If you permit the uses of | ||
| 392 | Licensed Software for these unintended or unauthorized uses, you will | ||
| 393 | fully indemnify, defend, and hold harmless Freescale, its Affiliates, | ||
| 394 | subsidiaries, officers and directors, employees, and distributors from | ||
| 395 | all liability related to such use, including attorneys' fees and costs. | ||
| 396 | |||
| 397 | 8.12 Export. If, at the time or times of Freescale's | ||
| 398 | performance hereunder, an export license is required for Freescale to | ||
| 399 | lawfully export Licensed Software, then the issuance of the appropriate | ||
| 400 | licenses to Freescale or its subcontractor shall constitute a condition | ||
| 401 | precedent to Freescale's obligations hereunder. You understand and agree | ||
| 402 | that you will not by any means or method, export, re-export, resell, ship | ||
| 403 | or divert or cause to be exported, re-exported, resold, shipped, or | ||
| 404 | diverted, directly or indirectly, the Licensed Software, or any Freescale | ||
| 405 | product or technology except as permitted by and in accordance with | ||
| 406 | the laws and regulations of the United States and, if different than | ||
| 407 | the United States, the country from which the export or re-export originates. | ||
| 408 | |||
| 409 | 8.13 International Sale of Goods. The United Nations Convention | ||
| 410 | on Contracts for the International Sale of Goods will not apply to this | ||
| 411 | document. | ||
| 412 | |||
| 413 | 8.14 Audit. You will maintain accurate and up-to-date records | ||
| 414 | pertaining to this Agreement and will grant Freescale or its authorized | ||
| 415 | agent access to and copies of such records and information as requested | ||
| 416 | by Freescale that pertain to your obligations under this Agreement. | ||
| 417 | Such access will be granted upon reasonable advance written notice, | ||
| 418 | and be conducted during normal business hours with minimal impact to | ||
| 419 | your business operations, and subject to confidentiality restrictions. | ||
| 420 | You will maintain such records for a period of at least three (3) years | ||
| 421 | from the date of termination of this Agreement. You must make prompt | ||
| 422 | adjustment to compensate for any errors and/or omissions disclosed by | ||
| 423 | such examination or audit. | ||
| 424 | |||
| 425 | |||
| 426 | APPENDIX A | ||
| 427 | Other License Grants and Rights: | ||
| 428 | |||
| 429 | The Licensed Software may include some or all of the following software | ||
| 430 | which is not Freescale proprietary software and the rights granted herein | ||
| 431 | are limited to those rights provided below: | ||
| 432 | |||
| 433 | Open Source Software. | ||
| 434 | Open source software is not licensed under the terms of this Agreement, | ||
| 435 | but is instead licensed under the terms of applicable open source | ||
| 436 | license(s), such as the BSD License, Apache License or the GNU Lesser | ||
| 437 | General Public License. Your use of the open source software is subject | ||
| 438 | to the terms of each applicable license. You must agree to the terms | ||
| 439 | of each such applicable license, or you should not use the open source | ||
| 440 | software. | ||
| 441 | |||
| 442 | Vivante | ||
| 443 | |||
| 444 | If the Licensed Software includes proprietary software developed by | ||
| 445 | Vivante, your distribution rights are restricted to providing the | ||
| 446 | Licensed Software in object code (machine readable), and only as part of, | ||
| 447 | or embedded within, Authorized Systems that include a Vivante Graphics | ||
| 448 | Processing Unit. | ||
| 449 | |||
| 450 | Atheros | ||
| 451 | |||
| 452 | If the Licensed Software includes proprietary software developed by Atheros, | ||
| 453 | you must separately obtain rights beyond evaluation and demonstration in | ||
| 454 | connection with the Atheros software. | ||
| 455 | |||
| 456 | Coding Technologies, acquired by Dolby Laboratories ("CTS") | ||
| 457 | |||
| 458 | If the Licensed Software includes software developed by CTS, you must | ||
| 459 | separately obtain rights beyond evaluation and demonstration in | ||
| 460 | connection with the CTS software from Dolby Laboratories. | ||
| 461 | |||
| 462 | Microsoft | ||
| 463 | If the Licensed Software includes software owned by the Microsoft | ||
| 464 | Corporation ("Microsoft"), it is subject to the terms of your license | ||
| 465 | with Microsoft (the "Microsoft Underlying Software") and as such, | ||
| 466 | Freescale grants no license to you, beyond evaluation and demonstration | ||
| 467 | in connection with Freescale processors, in the Microsoft Underlying | ||
| 468 | Software. You must separately obtain rights beyond evaluation and | ||
| 469 | demonstration in connection with the Microsoft Underlying Software | ||
| 470 | from Microsoft. | ||
| 471 | |||
| 472 | Microsoft does not provide support services for the | ||
| 473 | components provide to you through this Agreement. If you have any | ||
| 474 | questions or require technical assistance, please contact Freescale. | ||
| 475 | Microsoft Corporation is a third party beneficiary to this Agreement | ||
| 476 | with the right to enforce the terms of this Agreement. | ||
| 477 | |||
| 478 | TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS FFILIATES | ||
| 479 | DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING SOFTWARE. | ||
| 480 | TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR | ||
| 481 | ITS AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR | ||
| 482 | OTHERWISE, FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, | ||
| 483 | CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED | ||
| 484 | TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, | ||
| 485 | COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING | ||
| 486 | FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING SOFTWARE. | ||
| 213 | 487 | ||
| 214 | SanDisk Corporation Software | 488 | SanDisk Corporation Software |
| 215 | The Board Support Package includes software developed by SanDisk | 489 | |
| 216 | Corporation ("SanDisk"). You must separately obtain the rights to | 490 | If the Licensed Software includes software developed |
| 217 | reproduce and distribute this software in source code form from | 491 | by SanDisk Corporation ("SanDisk"), you must separately obtain |
| 218 | SanDisk. Please follow these easy steps to obtain the license and | 492 | the rights to reproduce and distribute this software in source |
| 219 | software: | 493 | code form from SanDisk. Please follow these easy steps to obtain |
| 220 | 1. Contact your local SanDisk sales representative to obtain the | 494 | the license and software: |
| 221 | SanDisk License Agreement. | 495 | |
| 222 | 2. Sign the license agreement. Fax the signed agreement to SanDisk | 496 | 1. Contact your local SanDisk sales representative to obtain |
| 223 | USA marketing department at 408-542-0403. The license will be valid | 497 | the SanDisk License Agreement. |
| 224 | when fully executed by SanDisk. | 498 | |
| 225 | 3. If you have specific questions, please send an email to | 499 | 2. Sign the license agreement. Fax the signed agreement to |
| 226 | sales@sandisk.com You may only use the SanDisk Corporation Software on | 500 | SanDisk USA marketing department at 408-542-0403. The license will |
| 501 | be valid when fully executed by SanDisk. | ||
| 502 | |||
| 503 | 3. If you have specific questions, please send an email to | ||
| 504 | sales@sandisk.com | ||
| 505 | |||
| 506 | You may only use the SanDisk Corporation Software on | ||
| 227 | products compatible with a SanDisk Secure Digital Card. You may not | 507 | products compatible with a SanDisk Secure Digital Card. You may not |
| 228 | use the SanDisk Corporation Software on any memory device product. | 508 | use the SanDisk Corporation Software on any memory device product. |
| 229 | SanDisk retains all rights to any modifications or derivative works to | 509 | SanDisk retains all rights to any modifications or derivative works |
| 230 | the SanDisk Corporation Software that you may create. | 510 | to the SanDisk Corporation Software that you may create. |
| 231 | 511 | ||
| 232 | Global Locate | 512 | Global Locate |
| 233 | The Board Support Package includes software and hardware developed by | 513 | |
| 234 | Global Locate, Inc. ("Global Locate") and acquired by Broadcom | 514 | If the Licensed Software includes software and hardware developed by |
| 235 | Corporation. You must separately obtain rights beyond evaluation and | 515 | Global Locate, Inc. ("Global Locate"), and acquired by Broadcom |
| 236 | demonstration in connection with the Board Support Package from | 516 | Corporation, you must separately obtain rights beyond evaluation |
| 237 | Broadcom Corporation. | 517 | and demonstration for the Global Locate software from Broadcom Corporation. |
| 238 | 518 | ||
| 239 | CSR | 519 | CSR |
| 240 | The Board Support Package includes software and hardware developed by | 520 | |
| 241 | Cambridge Silicon Radio, Inc. ("CSR"). You must separately obtain | 521 | If the Licensed Software includes software and hardware developed |
| 242 | rights beyond evaluation and demonstration in connection with the | 522 | by Cambridge Silicon Radio, Inc. ("CSR"), you must separately obtain |
| 243 | Board Support Package from CSR. | 523 | rights beyond evaluation and demonstration for the CSR software from CSR. |
| 244 | |||
| 245 | CTS | ||
| 246 | The Board Support Package includes software or technology developed by | ||
| 247 | Coding Technologies, AB ("CTS"). You only have the right to use the | ||
| 248 | CTS software in connection with the Freescale System. \ No newline at end of file | ||
