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@@ -1,523 +1,590 @@ -LA_OPT27 v4 June 2013 +LA_OPT_FSL_OPEN_3RD_PARTY_IP v6 February 2015 + +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 the Agreement +and you acknowledge that you have the authority, for yourself or on behalf of +your company, to bind your company to these terms. You may then download or +install the file. 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 +This is a legal agreement between you, as an authorized representative of your +employer, or if you have no employer, as an individual (together "you"), and +Freescale Semiconductor, Inc. ("Freescale") and its Affiliates. It concerns +your rights to use the software identified in the Software Content Register +and provided to you in binary or source code form and any accompanying written +materials (the "Licensed Software"). The Licensed Software may include any +updates or error corrections or documentation relating to the Licensed Software +provided to you by Freescale under this License. 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 or install the Licensed Software. If you change your +mind later, stop using the Licensed Software 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 do not destroy +will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement. -Section 1. Definitions +1. DEFINITIONS + +1.1. "Affiliates" means, any corporation, or entity directly or +indirectly controlled by, controlling, or under common control with Freescale. + +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, +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. + +1.5. "Third Party Software" means, any software included in the +Licensed Software that is not Freescale Proprietary software, and is not open +source software, and to which different license terms may apply. + +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. + +2.2. Exclusively in connection with your development and +distribution of product containing a programmable processing unit (e.g. a +microprocessor, microcontroller, or digital signal processor) supplied directly +or indirectly from Freescale ("Authorized System") Freescale grants you a +world-wide, personal, non-transferable, non-exclusive, non-sublicensable, +license, under Freescale'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, +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 +Authorized System, proprietary Freescale 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 Freescale Licensed Software provided to you in source code +form (human readable), Freescale further grants to you a worldwide, personal, +non-transferable, non-exclusive, non-sublicensable, license, under Freescale's +Intellectual Property Rights: -1.1 "Affiliate" means, any corporation, or entity directly or -indirectly controlled by, controlling, or under common control with -Freescale. +(a) to prepare derivative works of the Licensed Software, only as part of, +or integrated within, Authorized Systems and not on a standalone basis,; -1.2 "Authorized Employees" means your employees or contractors -working at your premises on your behalf under a work for hire agreement. +(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. -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. +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. -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. +3. LICENSE LIMITATIONS AND RESTRICTIONS. -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. +3.1. 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. -1.6 "Licensed Software" means the software and the associated -documentation. +3.2. 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. + +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 sub-licensees +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 Freescale'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 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). + +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. + +3.8. You may not publish or distribute information, results or data +associated with the use of the Licensed Software to anyone other than +Freescale; however you must advise Freescale of any results obtained including +any problems or suggested improvements thereof. Freescale 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. 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 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. Your modifications to the Licensed Software, and all +intellectual property rights associated with, and title thereto, will be the +property of Freescale. Upon request, you must provide Freescale the source +code of any derivative of the Licensed Software. 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 +the Licensed Software, including, without limitation, all rights of +identification of 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 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 of the Licensed Software. + +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 the your product (whether as part of the Licensed +Software or not). + +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 Freescale at the address provided below. -1.7 "Agreement" means this document and the following Appendices -which are attached hereto and included herein by reference : +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, Freescale 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. + +8.5. 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 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. + +8.6. Notwithstanding the termination of this Agreement for any +reason, the terms of Sections 1, 3, 5 through 25 will survive. + +9. SUPPORT. Freescale is not obligated to provide any +support, upgrades or new releases of the Licensed Software under this +Agreement. If you wish, you may contact Freescale and report problems and +provide suggestions regarding the Licensed Software. Freescale has no +obligation to respond to such a problem report or suggestion. Freescale 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, +Freescale 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 +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 Freescale +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 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 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 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. -- Appendix A : Other License Grants and Rights +13. EXPORT RESTRICTIONS. + +13.1. Licensed Software (collectively referred to as "items") is +subject to the export control laws of the United States and other countries +that may lawfully control the export of the Licensed Software. Furnishing +support services with respect to Licensed Software that is controlled as +defense or military items may also be subject to such laws. Accordingly, you +agree you will not transfer the Licensed Software or furnish such services +except in compliance with the export laws of the United States and any other +country that may lawfully control the export of the Licensed Software or the +provision of such services. You will indemnify and hold Freescale harmless +from any claims, liabilities, damages, penalties, forfeitures, and associated +costs and expenses (including attorneys' fees) that Freescale may incur due to +your non-compliance with applicable export laws, rules, and regulations. You +will immediately notify Freescale of any violation of any export law, rule, or +regulation, which may affect Freescale or relate to the activities covered +under this Agreement. + +13.2. If an export/import license, permit, or other government +required authority (collectively referred to as "government authorization") +is required for Freescale to transfer the Licensed Software or any other +Freescale property under this Agreement and such government authorization to +non-Freescale party(ies) is not approved, then Freescale is not obligated to +proceed with the transfer until the required government authorization is +granted. + +14. GOVERNMENT CONTRACT COMPLIANCE. + +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, Freescale makes no +representations, certifications, or warranties whatsoever about compliance with +government or 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.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 + +15.1. In some cases, Freescale may promote certain Licensed Software +for use in safety-related applications. Freescale'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 decisions regarding your products and are solely responsible +for compliance with all legal, regulatory, safety, and security related +requirements concerning your products, regardless of any information or support +that may be provided by Freescale. Accordingly, you will indemnify and hold +Freescale harmless from any claims, liabilities, damages and associated costs +and expenses (including attorneys' fees) that Freescale may incur related to +your incorporation of any Product in a safety-critical application or system. + +15.2. Only Licensed Software that Freescale 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. + +16. CHOICE OF LAW; VENUE. This Agreement will be governed by, +construed, and enforced in accordance with the laws of the State of Texas, USA, +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 be subject to the exclusive jurisdiction of the state or +federal courts Texas, USA. The United Nations Convention on Contracts for the +International Sale of Goods will not apply to this document. + +17. CONFIDENTIAL INFORMATION. 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 (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 anyone other than employees who have a need to know of the +Licensed Software and who have executed written agreements obligating them to +protect such Licensed Software to at least the same degree of care as in this +Agreement. 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, which you only +disclose information required, and that you allow Freescale the opportunity +to object to such court or other legal body requiring such disclosure. + +18. TRADEMARKS. You are not authorized to use any Freescale +trademarks, brand names, or logos. + +19. ENTIRE AGREEMENT. This Agreement constitutes the entire +agreement between you and Freescale 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 +Freescale. +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 +Freescale 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 Freescale 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 +respect to your compliance with the limited license rights granted under this +Agreement for three years following expiration or termination of this +Agreement. Freescale will have the right, either itself or through an +independent certified public accountant to examine and audit, at Freescale's +expense, not more than once a year, and during normal business hours, all such +records that may 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 Agreement will be made in writing, and will be effective when received +at the following addresses: + +Freescale: Freescale Semiconductor, Inc. + 6501 William Cannon West OE62 + Austin, Texas 78735 + ATTN: General Counsel + + You: + The address provided at registration will be used. + +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 +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. -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. +APPENDIX A -(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. +Other License Grants and Restrictions: -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: +The Licensed Software may include some or all of the following software, which +is either 1) not Freescale proprietary software or 2) Freescale proprietary +software subject to different terms than those in the Agreement. If the +Software Content Register that accompanies the Licensed Software identifies any +of the following Third Party Software or specific components of the Freescale +Proprietary Software, the following terms apply to the extent they deviate from +the terms in the Agreement: -(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. +Third Party Software -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. +Use Restrictions + +Atheros -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. +Use of Atheros software is limited to evaluation and demonstration only. +Permitted distributions must be similarly limited. Further rights must be +obtained directly from Atheros. -5.4 Notwithstanding the foregoing, Freescale may terminate this -Agreement immediately upon written notice if you: +ATI (AMD) -(a) breach any of your confidentiality obligations or the -license restrictions under this Agreement; +Distribution of ATI software must be a part of, or embedded within, Authorized +Systems that include a ATI graphics processor core. -(b) become bankrupt or insolvent, or file a petition therefore; +Coding Technologies (Dolby Labs) -(c) make an assignment for the benefit of its creditors; +Use of CTS software is limited to evaluation and demonstration only. Permitted +distributions must be similarly limited. Further rights must be obtained from +Dolby Laboratories. -(d) enter proceedings for winding up or dissolution; +CSR -(e) are dissolved; or +Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to evaluation +and demonstration only. Permitted distributions must be similarly limited. +Further rights must be obtained directly from CSR. -(f) are nationalized or is subject to the expropriation of all -or substantially all of its business or assets. +Freescale Wireless Charging Library -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. +License to the Software is limited to use in inductive coupling or wireless +charging applications -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. +Global Locate (Broadcom Corporation) -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: +Use of Global Locate, Inc. software is limited to evaluation and demonstration +only. Permitted distributions must be similarly limited. Further rights must +be obtained from Global Locate. - Freescale: - Freescale Semiconductor, Inc. - 6501 William Cannon Drive, West - Austin, Texas 78735 - ATTN: General Manager, Multimedia Applications Division +Imagination Technologies Limited (IMG) - With a copy to: - Freescale Semiconductor, Inc. - 6501 William Cannon West OE62 - Austin, Texas 78735 - ATTN: Law Director, Multimedia Applications Division +If the Licensed Software includes proprietary software developed by IMG, your +rights are limited to a non-exclusive, world-wide right and non-transferrable +and non-sub-licensable license (i) to use and modify the Licensed Software and +documentation and (ii) to copy and distribute the Licensed Software only in +object code form solely for use on Freescale Rayleigh products. If you are +provided with the Licensed Software in source code format, you are restricted +to accessing only those deliverables in source code format which are necessary +for you to carry out either specific customization or porting work in +association with Freescale's Rayleigh products or your Authorized System. - You: The address provided at registration will be used. +The confidentiality restrictions shall continue in force without limit in time +notwithstanding the termination or expiration of this Agreement. +Micrium -Either party may change its notice information upon notice to the other party. +uC/OS-II and uC/OS-III is provided in source form for FREE short-term +evaluation, for educational use or for peaceful research. If you plan or +intend to use uC/OS-II or uC/OS-III in a commercial application/product then, +you need to contact Micrium to properly license uC/OS-II or uC/OS-III for its +use in your application/product. We provide ALL the source code for your +convenience and to help you experience uC/OS-II or uC/OS-III. The fact that +the source is provided does NOT mean that you can use it commercially without +paying a licensing fee. -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. +Microsoft -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. +If the Licensed Software includes software owned by Microsoft Corporation +("Microsoft"), it is subject to the terms of your license with Microsoft (the +"Microsoft Underlying Licensed Software") and as such, Freescale grants no +license to you, beyond evaluation and demonstration in connection with Freescale +processors, in the Microsoft Underlying Licensed Software. You must separately +obtain rights beyond evaluation and demonstration in connection with the +Microsoft Underlying Licensed Software from Microsoft. -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. +Microsoft does not provide support services for the components provided 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 +AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED +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 LICENSED SOFTWARE. -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. +MindTree +Notwithstanding the terms contained in Section 2.3 (a), if the Licensed +Software includes proprietary software of MindTree in source code format, +Licensee may make modifications and create derivative works only to the +extent necessary for debugging of the Licensed Software. -APPENDIX A -Other License Grants and Rights: +MPEG LA -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: +Use of MPEG LA audio or video codec technology is limited to evaluation +and demonstration only. Permitted distributions must be similarly limited. +Further rights must be obtained directly from MPEG LA. -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. +MQX RTOS Code -Vivante +MQX RTOS source code may not be re-distributed by any FSL Licensee under +any circumstance, even by a signed written amendment to this Agreement. -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. +Opus -Atheros +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/ -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. +Real Networks - its GStreamer Optimized Real Format Client Code implementation +or OpenMax Optimized Real Format Client Code -Coding Technologies, acquired by Dolby Laboratories ("CTS") +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 +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 -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. +SanDisk Corporation -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 +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. +You may only use the SanDisk Corporation Licensed Software on products +compatible with a SanDisk Secure Digital Card. You may not use the SanDisk +Corporation Licensed Software on any memory device product. SanDisk retains +all rights to any modifications or derivative works to the SanDisk Corporation +Licensed Software that you may create. -Global Locate +Texas Instruments -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. +Your use of Texas Instruments Inc. WiLink8 Licensed Software is restricted +to Freescale SoC based systems that include a compatible connectivity device +manufactured by TI. -CSR +Vivante -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. +Distribution of Vivante software must be a part of, or embedded within, +Authorized Systems that include a Vivante Graphics Processing Unit. |