From 3a01285785a7391bb62b5fcf0400208c3fe391bf Mon Sep 17 00:00:00 2001 From: Lauren Post Date: Thu, 19 Apr 2018 15:10:02 -0500 Subject: [PATCH] EULA: Update to v22 version of EULA from April 2018 Signed-off-by: Lauren Post --- brcm/EULA.txt | 396 ++++++++++++++++++++++++++------------------------ 1 file changed, 204 insertions(+), 192 deletions(-) diff --git a/brcm/EULA.txt b/brcm/EULA.txt index 5028a51..d73663e 100644 --- a/brcm/EULA.txt +++ b/brcm/EULA.txt @@ -1,4 +1,4 @@ -LA_OPT_BASE_LICENSE v18 February 2017 +LA_OPT_BASE_LICENSE v22 April 2018 IMPORTANT. Read the following NXP Software License Agreement ("Agreement") completely. By selecting the "I Accept" button at the end of this page, you @@ -24,143 +24,138 @@ copies of the Licensed Software that you have already distributed, where permitted, and do not destroy will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement. -1. DEFINITIONS +1. DEFINITIONS -1.1. For NXP, the term "Affiliate" means (i) any Person -Controlled by NXP Semiconductors N.V. or (ii) any Person Controlled by any -transferee of all or substantially all of the assets of NXP Semiconductors -N.V., where "Controlled" means the direct or indirect beneficial ownership of -more than fifty percent (50%) of the voting stock, or decision-making authority -in the event that there is no voting stock, in another entity; provided, any -such Person described in clause (i) or (ii) shall be deemed to be an -"Affiliate" only for so long as such Person is Controlled by NXP Semiconductors -N.V. or such transferee. For the purposes of this definition, "Person" is -defined to mean "an individual, corporation, partnership, limited liability -company, association, unincorporated association, trust or other entity or -organization, including a government or political subdivision or an agency or -instrumentality thereof." +1.1. For NXP, the term "Affiliate" means (i) any Person Controlled by NXP +Semiconductors N.V. or (ii) any Person Controlled by any transferee of all or +substantially all of the assets of NXP Semiconductors N.V., where "Controlled" +means the direct or indirect beneficial ownership of more than fifty percent +(50%) of the voting stock, or decision-making authority in the event that there +is no voting stock, in another entity; provided, any such Person described in +clause (i) or (ii) shall be deemed to be an "Affiliate" only for so long as +such Person is Controlled by NXP Semiconductors N.V. or such transferee. For +the purposes of this definition, "Person" is defined to mean "an individual, +corporation, partnership, limited liability company, association, +unincorporated association, trust or other entity or organization, including a +government or political subdivision or an agency or instrumentality thereof." -1.2. "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 the 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. +1.2. "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 the 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. -1.3. "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, +1.3. "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. -1.4. "Software Content Register" means the documentation -accompanying the Licensed Software which identifies the contents of the -Licensed Software, including but not limited to identification of any Third -Party Software. +1.4. "Software Content Register" means the documentation accompanying the +Licensed Software which identifies the contents of the Licensed Software, +including but not limited to identification of any Third Party Software. -1.5. "Third Party Software" means, any software included in -the Licensed Software that is not NXP Proprietary software, and is not open -source software, and to which different license terms may apply. +1.5. "Third Party Software" means, any software included in the Licensed +Software that is not NXP Proprietary software, and is not open source software, +and to which different license terms may apply. -2. LICENSE GRANT. +2. LICENSE GRANT. -2.1. Separate license grants to Third Party Software, or other -terms applicable to the Licensed Software if different from those granted in -this Section 2, are contained in Appendix A. The Licensed Software is -accompanied by a Software Content Register which will identify that portion of -the Licensed Software, if any, that is subject to the different terms in -Appendix A. +2.1. Separate license grants to Third Party Software, or other terms applicable +to the Licensed Software if different from those granted in this Section 2, are +contained in Appendix A. The Licensed Software is accompanied by a Software +Content Register which will identify that portion of the Licensed Software, if +any, that is subject to the different terms in Appendix A. -2.2. Exclusively in connection with your development and -distribution of product containing a programmable processing unit (e.g. a -microprocessor, microcontroller, sensor or digital signal processor) supplied -directly or indirectly from NXP ("Authorized System") NXP grants you a -world-wide, personal, non-transferable, non-exclusive, non-sublicensable, -license, under NXP's Intellectual Property Rights: +2.2. Exclusively in connection with your development and distribution of +product containing a programmable processing unit (e.g. a microprocessor, +microcontroller, sensor or digital signal processor) ("NXP Product") supplied +directly or indirectly from NXP ("Authorized System"), and exclusively for use +with or integrated within an NXP Product, NXP grants you a world-wide, +personal, non-transferable, non-exclusive, non-sublicensable, license, under +NXP's Intellectual Property Rights: -(a) to use and reproduce the Licensed Software only as part of, or -integrated within, Authorized Systems and not on a standalone basis; -(b) to directly or indirectly manufacture, demonstrate, copy, distribute, +(a) to use and reproduce the Licensed Software only as part of, or integrated +within, Authorized Systems and not on a standalone basis; +(b) 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 standalone 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. -(c) to copy, use and distribute as needed, solely in connection with an +(c) to copy, use and distribute as needed, solely in connection with an Authorized System, proprietary NXP information associated with the Licensed Software for the purpose of developing, maintaining and supporting Authorized Systems with which the Licensed Software is integrated or associated. -2.3. For NXP Licensed Software provided to you in source code -form (human readable), NXP further grants to you a worldwide, personal, -non-transferable, non-exclusive, non-sublicensable, license, under NXP's -Intellectual Property Rights: +2.3. For Licensed Software provided to you in source code form (human +readable), exclusively for use with or integrated within an NXP Product, NXP +further grants to you a worldwide, personal, non-transferable, non-exclusive, +non-sublicensable, license, under NXP's Intellectual Property Rights: -(a) to prepare derivative works of the Licensed Software, only as part of, -or integrated within, Authorized Systems and not on a standalone basis; -(b) to use, demonstrate, copy, distribute, market and sell the derivative +(a) to prepare derivative works of the Licensed Software, only as part of, or +integrated within, Authorized Systems and not on a standalone basis; +(b) to use, demonstrate, copy, distribute, market and sell the derivative works of the Licensed Software in object code (machine readable) only as part of, or integrated within, Authorized Systems and not on a standalone 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. +3. LICENSE LIMITATIONS AND RESTRICTIONS. -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. +3.1. The licenses granted above in Section 2.3 only extend to NXP intellectual +property rights that would be infringed by the Licensed Software prior to your +preparation of any derivative work. -3. LICENSE LIMITATIONS AND RESTRICTIONS. +3.2. The Licensed Software is licensed to you, not sold. Title to Licensed +Software delivered hereunder remains vested in NXP or NXP'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 NXP or third party intellectual property. -3.1. The licenses granted above in Section 2.3 only extend to -NXP intellectual property rights that would be infringed by the Licensed -Software prior to your preparation of any derivative work. - -3.2. The Licensed Software is licensed to you, not sold. -Title to Licensed Software delivered hereunder remains vested in NXP or NXP'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 NXP or third party intellectual property. - -3.3. 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 sublicensees -from translating, reverse engineering, decompiling, or disassembling the +3.3. You may not translate, reverse engineer, decompile, or disassemble the Licensed Software except to the extent applicable law specifically prohibits -such restriction. +such restriction. You must prohibit your sublicensees from translating, +reverse engineering, decompiling, or disassembling the Licensed Software except +to the extent applicable law specifically prohibits such restriction. -3.4. You must reproduce any and all of NXP's (or its third -party licensor's) copyright notices and other proprietary legends on copies of -Licensed Software. +3.4. You must reproduce any and all of NXP's (or its third party licensor's) +copyright notices and other proprietary legends on copies of Licensed Software. -3.5. 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). -3.6. You grant to NXP 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). +3.5. 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). -3.7. 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 or distribution -of software subject to the Excluded License, that such software or other -software combined and/or distributed with the software be (i) disclosed or -distributed in source code form; (ii) licensed for the purpose of making -derivative works; or (iii) redistributable at no charge. +3.6. You grant to NXP 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). -3.8. You may not publish or distribute information, results or -data associated with the use of the Licensed Software to anyone other than NXP; -however, you must advise NXP of any results obtained including any problems or -suggested improvements thereof. NXP retains the right to use such results and -related information in any manner it deems appropriate. +3.7. 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 or distribution of software +subject to the Excluded License, that such software or other software combined +and/or distributed with the software be (i) disclosed or distributed in source +code form; (ii) licensed for the purpose of making derivative works; or (iii) +redistributable at no charge. -4. OPEN SOURCE. Open source software included in the +3.8. You may not publish or distribute information, results or data associated +with the use of the Licensed Software to anyone other than NXP; however, you +must advise NXP of any results obtained including any problems or suggested +improvements thereof. NXP retains the right to use such results and related +information in any manner it deems appropriate. + +4. OPEN SOURCE. Open source software included in the Licensed Software is not licensed under the terms of this Agreement, but is instead licensed under the terms of the applicable open source license(s), such as the BSD License, Apache License or the GNU Lesser General Public License. @@ -168,7 +163,7 @@ Your use of the open source software is subject to the terms of each applicable license. You must agree to the terms of each applicable license, or you cannot use the open source software. -5. INTELLECTUAL PROPERTY RIGHTS. Subject to NXP's ownership +5. INTELLECTUAL PROPERTY RIGHTS. Subject to NXP'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. Your modifications to the Licensed Software, and all @@ -184,65 +179,63 @@ authorship 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 licensees. +6. PATENT COVENANT NOT TO SUE. As partial, material consideration +for the rights granted to you under this Agreement, you covenant not to sue or +otherwise assert your patents against NXP, a NXP Affiliate or subsidiary, or a +NXP 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 of the Licensed Software. -6. PATENT COVENANT NOT TO SUE. As partial, material -consideration for the rights granted to you under this Agreement, you covenant -not to sue or otherwise assert your patents against NXP, a NXP Affiliate or -subsidiary, or a NXP 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 of the Licensed Software. - -7. ESSENTIAL PATENTS. You are solely responsible for obtaining +7. ESSENTIAL PATENTS. You are solely responsible for obtaining licenses for any relevant Essential Patents for your use in connection with technology that you incorporate into your product (whether as part of the Licensed Software or not). -8. TERM AND TERMINATION. This Agreement will remain in effect +8. TERM AND TERMINATION. This Agreement will remain in effect unless terminated as provided in this Section 8. -8.1. You may terminate this Agreement immediately upon written -notice to NXP at the address provided below. +8.1. You may terminate this Agreement immediately upon written notice to NXP at +the address provided below. -8.2. 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. +8.2. 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. -8.3. Notwithstanding the foregoing, NXP may terminate this -Agreement immediately upon written notice if you: breach any of your -confidentiality obligations or the license restrictions under this Agreement; -become bankrupt, insolvent, or file a petition for bankruptcy or insolvency, -make an assignment for the benefit of its creditors; enter proceedings for -winding up or dissolution ;are dissolved; or are nationalized or become subject -to the expropriation of all or substantially all of its business or assets. +8.3. Notwithstanding the foregoing, NXP may terminate this Agreement +immediately upon written notice if you: breach any of your confidentiality +obligations or the license restrictions under this Agreement; become bankrupt, +insolvent, or file a petition for bankruptcy or insolvency, make an assignment +for the benefit of its creditors; enter proceedings for winding up or +dissolution ;are dissolved; or are nationalized or become subject to the +expropriation of all or substantially all of its business or assets. +8.4. 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(b), 2.2(c), and 2.3(b), which have been granted prior to such +termination will survive. -8.4. 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(b), 2.2(c), and 2.3(b), which have been granted prior -to such termination will survive. +8.5. After termination of this Agreement by either party and upon NXP's written +request, you will, at your discretion, return to the NXP any confidential +information including all copies thereof or furnish to NXP 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. -8.5. After termination of this Agreement by either party and -upon NXP's written request, you will, at your discretion, return to the NXP any -confidential information including all copies thereof or furnish to NXP 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. +8.6. Notwithstanding the termination of this Agreement for any reason, the +terms of Sections 1, 3, 5 through 25 will survive. -8.6. Notwithstanding the termination of this Agreement for any -reason, the terms of Sections 1, 3, 5 through 25 will survive. +9. SUPPORT. NXP is not obligated to provide any support, upgrades +or new releases of the Licensed Software under this Agreement. If you wish, you +may contact NXP and report problems and provide suggestions regarding the +Licensed Software. NXP has no obligation to respond to such a problem report or +suggestion. NXP may make changes to the Licensed Software at any time, without +any obligation to notify or provide updated versions of the Licensed Software +to you. -9. SUPPORT. NXP is not obligated to provide any support, -upgrades or new releases of the Licensed Software under this Agreement. If you -wish, you may contact NXP and report problems and provide suggestions regarding -the Licensed Software. NXP has no obligation to respond to such a problem -report or suggestion. NXP may make changes to the Licensed Software at any -time, without any obligation to notify or provide updated versions of the -Licensed Software to you. - -10. NO WARRANTY. To the maximum extent permitted by law, NXP +10. NO WARRANTY. To the maximum extent permitted by law, NXP expressly disclaims any warranty for the Licensed Software. The Licensed Software is provided "AS IS", without warranty of any kind, either express or implied, including without limitation the implied warranties of @@ -250,13 +243,13 @@ merchantability, fitness for a particular purpose, or non-infringement. You assume the entire risk arising out of the use or performance of the licensed software, or any systems you design using the licensed software (if any). -11. INDEMNITY. You agree to fully defend and indemnify NXP from -all claims, liabilities, and costs (including reasonable attorney's fees) -related to (1) your use (including your contractors or distributee's use, if -permitted) of the Licensed Software or (2) your violation of the terms and -conditions of this Agreement. +11. INDEMNITY. You agree to fully defend and indemnify NXP from all +claims, liabilities, and costs (including reasonable attorney's fees) related +to (1) your use (including your contractors or distributee's use, if permitted) +of the Licensed Software or (2) your violation of the terms and conditions of +this Agreement. -12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF +12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11(INDEMNITY), IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR @@ -269,7 +262,7 @@ WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED. -13. EXPORT COMPLIANCE. Each party shall comply with all applicable +13. EXPORT COMPLIANCE. Each party shall comply with all applicable export and import control laws and regulations including but not limited to the US Export Administration Regulations (including prohibited party lists issued by other federal governments), Catch-all regulations and all national and @@ -283,9 +276,9 @@ such transfer, diversion, export or re-export is restricted or prohibited, without obtaining prior written authorization from the applicable competent government authorities to the extent required by those laws. -14. GOVERNMENT CONTRACT COMPLIANCE. +14. GOVERNMENT CONTRACT COMPLIANCE. -14.1. If you sell Authorized Systems directly to any government +14.1. If you sell Authorized Systems directly to any government or public entity, including U.S., state, local, foreign or international governments or public entities, or indirectly via a prime contractor or subcontractor of such governments or entities, NXP makes no representations, @@ -294,19 +287,19 @@ public entity acquisition statutes or regulations, including, without limitation, statutes or regulations that may relate to pricing, quality, origin or content. -14.2. The Licensed Software has been developed at private expense -and is a "Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of -"Commercial Computer Software", and/or "Commercial Computer Software -Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or 48 C.F.R. -Section 227.7202, as applicable) and may only be licensed to or shared with U.S. +14.2. The Licensed Software has been developed at private +expense and is a "Commercial Item" as defined in 48 C.F.R. §2.101, consisting +of "Commercial Computer Software", and/or "Commercial Computer Software +Documentation," as such terms are used in 48 C.F.R. §12.212 (or 48 C.F.R. +§227.7202, as applicable) and may only be licensed to or shared with U.S. Government end users in object code form as part of, or embedded within, Authorized Systems. Any agreement pursuant to which you share the Licensed Software will include a provision that reiterates the limitations of this document and requires all sub-agreements to similarly contain such limitations. -15. SAFETY CRITICAL APPLICATIONS +15. SAFETY CRITICAL APPLICATIONS -15.1. In some cases, NXP may promote certain Licensed Software +15.1. In some cases, NXP may promote certain Licensed Software for use in safety-related applications. NXP's goal is to educate licensees so that they can design their own end-product solutions to meet applicable functional safety standards and requirements. You make the ultimate design @@ -318,16 +311,17 @@ any claims, liabilities, damages and associated costs and expenses (including attorneys' fees) that NXP may incur related to your incorporation of any product in a safety-critical application or system. -15.2. Only Licensed Software that NXP has specifically designated -as "Automotive Qualified" is intended for use in automotive, military, or -aerospace applications or environments. If you use Licensed Software that has -not been designated as "Automotive Qualified" in an automotive, military, or -aerospace application or environment, you do so at your own risk. +15.2. Only Licensed Software that NXP has specifically +designated as "Automotive Qualified" is intended for use in automotive, +military, or aerospace applications or environments. If you use Licensed +Software that has not been designated as "Automotive Qualified" in an +automotive, military, or aerospace application or environment, you do so at +your own risk. -15.3. Licensed Software is not intended or authorized for any use -in anti-personnel landmines. +15.3. Licensed Software is not intended or authorized for any +use in anti-personnel landmines. -16. CHOICE OF LAW; VENUE. This Agreement will be governed by, +16. CHOICE OF LAW; VENUE. This Agreement will be governed by, construed, and enforced in accordance with the laws of The Netherlands, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Licensed Software, and you agree that any litigation will @@ -335,7 +329,7 @@ be subject to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this document. -17. CONFIDENTIAL INFORMATION. Subject to the license grants and +17. CONFIDENTIAL INFORMATION. Subject to the license grants and restrictions contained herein, you must 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 @@ -354,29 +348,29 @@ disclosure, which you only disclose information required, and that you allow NXP the opportunity to object to such court or other legal body requiring such disclosure. -18. TRADEMARKS. You are not authorized to use any NXP trademarks, +18. TRADEMARKS. You are not authorized to use any NXP trademarks, brand names, or logos. -19. ENTIRE AGREEMENT. This Agreement constitutes the entire +19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and NXP regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, if any. This Agreement may only be amended in written form, signed by you and NXP. -20. SEVERABILITY. If any provision of this Agreement is held for -any reason to be invalid or unenforceable, then 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 you or NXP of -a material benefit, in which case the Agreement will immediately terminate, the +20. SEVERABILITY. If any provision of this Agreement is held for any +reason to be invalid or unenforceable, then 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 you or NXP 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 intention underlying the invalid or unenforceable provision. -21. NO WAIVER. The waiver by NXP of any breach of any provision -of this Agreement will not operate or be construed as a waiver of any other or -a subsequent breach of the same or a different provision. +21. NO WAIVER. The waiver by NXP of any breach of any provision of +this Agreement will not operate or be construed as a waiver of any other or a +subsequent breach of the same or a different provision. -22. AUDIT. You will keep full, clear and accurate records with +22. AUDIT. You will keep full, clear and accurate records with respect to your compliance with the limited license rights granted under this Agreement for three years following expiration or termination of this Agreement. NXP will have the right, either itself or through an independent @@ -386,7 +380,7 @@ bear upon your compliance with the limited license rights granted above. You must make prompt adjustment to compensate for any errors and/or omissions disclosed by such examination or audit. -23. NOTICES. All notices and communications under this +23. NOTICES. All notices and communications under this Agreement will be made in writing, and will be effective when received at the following addresses: @@ -399,13 +393,13 @@ NXP: NXP B.V. You: The address provided at registration will be used. -24. RELATIONSHIP OF THE PARTIES. The parties are independent +24. 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. -25. SUCCESSION AND ASSIGNMENT. This Agreement will be binding -upon and inure to the benefit of the parties and their permitted successors and +25. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon +and inure to the benefit of the parties and their permitted successors and assigns. You may not assign this Agreement, or any part of this Agreement, without the prior written approval of NXP, which approval will not be unreasonably withheld or delayed. NXP may assign this Agreement, or any part of @@ -442,6 +436,11 @@ Your use of Broadcom Corporation software is restricted to Authorized Systems that incorporate a compatible integrated circuit device manufactured or sold by Broadcom. +Cadence Design Systems +The license granted herein to the Cadence Design Systems HiFi aacPlus Audio +Decoder software does not include a license to the AAC family of technologies +which you or your customer may need to obtain. + Cirque Corporation Use of Cirque Corporation technology is limited to evaluation, demonstration, or certification testing only. Permitted distributions must be similarly @@ -534,11 +533,18 @@ Opus Use of Opus software must be consistent with the terms of the Opus license which can be found at: http://www.opus-codec.org/license/ -Real Networks - its GStreamer Optimized Real Format Client Code implementation +Qualcomm Atheros, Inc. +Notwithstanding anything in this Agreement, Qualcomm Atheros, Inc. Wi-Fi +software must be used strictly in accordance with the Qualcomm Atheros, Inc. +Technology License Agreement that accompanies such software. Any other use is +expressly prohibited. + +Real Networks - its +GStreamer Optimized Real Format Client Code implementation or OpenMax Optimized Real Format Client Code Use of the GStreamer Optimized Real Format Client Code, or OpenMax Optimized Real Format Client code is restricted to applications in the automotive market. -Licensee must be a final manufacturer in good standing with a current license + Licensee must be a final manufacturer in good standing with a current license with Real Networks for the commercial use and distribution of products containing the GStreamer Optimized Real Format Client Code implementation or OpenMax Optimized Real Format Client Code @@ -566,6 +572,12 @@ including the publication of any form of run time or compile time metric, without the express permission of Real Time Engineers Ltd. (this is the norm within the industry and is intended to ensure information accuracy). +RivieraWaves SAS (a member of the CEVA, Inc. family of companies) +You may not use the RivieraWaves intellectual property licensed under this +Agreement if you develop, market, and/or license products similar to such +RivieraWaves intellectual property. Such use constitutes a breach of this +Agreement. Any such use rights must be obtained directly from RivieraWaves. + SanDisk Corporation If the Licensed Software includes software developed by SanDisk Corporation ("SanDisk"), you must separately obtain the rights to reproduce and distribute