LA_OPT27 v4 June 2013
FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT
IMPORTANT. Read the following Freescale Semiconductor Software
License Agreement ("Agreement") completely. By selecting the
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you accept the terms of this Agreement. You may then
download the file.
This is a legal agreement between you, as an authorized representative
of your employer (together "you"), and Freescale Semiconductor, Inc.
("Freescale") and its Affiliates. It concerns your rights to use this
software and any accompanying written documentation (the "Licensed
Software"). In consideration for Freescale allowing you to access
the Licensed Software, you are agreeing to be bound by the terms of
this Agreement. If you do not agree to all of the terms of this
Agreement, do not download the Licensed Software. If at any point
you no longer agree to all the terms of this Agreement, stop using
the Licensed Software immediately and delete all copies of the
Licensed Software in your possession or control. Any copies of the
Licensed Software that you have already distributed, where permitted,
and that have not been destroyed, will continue to be governed by
this Agreement. Your prior use of the Licensed Software will also
continue to be governed by this Agreement.
Section 1. Definitions
1.1 "Affiliate" means, any corporation, or entity directly or
indirectly controlled by, controlling, or under common control with
1.2 "Authorized Employees" means your employees or contractors
working at your premises on your behalf under a work for hire agreement.
1.3 "Authorized System" means the hardware system(s) or software
program(s) marketed by you which contains an i.MX processor and for
which the Licensed Software will be adapted by Licensee pursuant to
this Agreement and with which the Licensed Software will be integrated.
1.4 "Essential Patent" means a patent to the limited extent that
infringement of such patent cannot be avoided in remaining compliant
with the technology standards implicated by the usage of any of the
Licensed Software, including optional implementation of such standards,
on technical but not commercial grounds, taking into account normal
technical practice and the state of the art generally available at
the time of standardization.
1.5 "Intellectual Property Rights" means any and all rights under
statute, common law or equity in and under copyrights, trade secrets,
and patents (including utility models), and analogous rights throughout
the world, including any applications for and the right to apply for,
any of the foregoing.
1.6 "Licensed Software" means the software and the associated
1.7 "Agreement" means this document and the following Appendices
which are attached hereto and included herein by reference :
- Appendix A : Other License Grants and Rights
Section 2. Licenses
2.1 Separate license grants and rights to Third Party Software,
if different from those granted in this Section 2, are as identified
on Appendix A.
2.2 For Freescale Licensed Software, Freescale grants you a
world-wide, personal, non-transferable, non-exclusive, license, under
Freescale's Intellectual Property Rights:
(a) to use, only as part of, or integrated within, Authorized
Systems and not on a stand alone basis, the Licensed Software;
(b) to reproduce, only as part of, or integrated within,
Authorized Systems and not on a stand alone basis, the Licensed Software;
(c) to directly or indirectly manufacture, demonstrate, copy,
distribute, market and sell the Licensed Software in object code
(machine readable) only as part of, or embedded within, Authorized
Systems in object code form and not on a stand alone basis.
Notwithstanding the foregoing, those files marked as .h files
("Header files") may be distributed in source or object code form,
but only as part of, or embedded within Authorized Systems.
(d) to copy, use and distribute as needed, solely in connection
with an Authorized System, the proprietary information for the purpose
of developing, maintaining and supporting Authorized Systems with which
the Licensed Software is integrated.
2.3 For Freescale Licensed Software provided to you in source code
form (human readable), Freescale further grants to you a worldwide,
personal, non-transferable, non-exclusive, license, under Freescale's
Intellectual Property Rights:
(a) to prepare derivative works, only as part of, or integrated
within, Authorized Systems and not on a stand alone basis, of the
(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
2.4 You may use subcontractors on your premises to exercise your
rights under Section 2.2 and 2.3 so long as you have an agreement in
place with the subcontractor containing confidentiality restrictions
no less stringent than those contained in this Agreement. You will
remain liable for your subcontractors' adherence to the terms of this
Agreement and for any and all acts and omissions of such subcontractors
with respect to this Agreement and the Licensed Software.
2.5 The licenses granted above in section 2.3 only extend to Freescale
intellectual property rights that would be infringed by the Licensed
Software prior to your preparation of any derivative work.
2.6 You are solely responsible for obtaining any necessary third
party approvals and any licenses for any necessary Essential Patents
for their use in connection with technology that you incorporate into
the your Authorized System (whether as part of the Licensed Software
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
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
5.2 You may terminate this Agreement immediately upon written
notice to Freescale at the address provided below.
5.3 Either party may terminate this Agreement if the other party
is in default of any of the terms and conditions of this Agreement,
and termination is effective if the defaulting party fails to correct
such default within 30 days after written notice thereof by the
non-defaulting party to the defaulting party at the address below.
5.4 Notwithstanding the foregoing, Freescale may terminate this
Agreement immediately upon written notice if you:
(a) breach any of your confidentiality obligations or the
license restrictions under this Agreement;
(b) become bankrupt or insolvent, or file a petition therefore;
(c) make an assignment for the benefit of its creditors;
(d) enter proceedings for winding up or dissolution;
(e) are dissolved; or
(f) are nationalized or is subject to the expropriation of all
or substantially all of its business or assets.
5.5 Upon termination of this Agreement, all licenses granted under
Section 2 will expire, except that any licenses extended to end-users
pursuant to Sections 2.2 (c), 2.2 (d) and 2.3 (b) which have been granted
prior to such termination will survive.
5.6 After termination of this Agreement by either party and upon
Freescale's written request, you will, at your discretion, return to the
Freescale any confidential information including any and all copies thereof
or furnish to Freescale at the address below, a statement certifying, with
respect to the Licensed Software delivered hereunder that the original and
all copies, except for archival copies to be used solely for dispute
resolution purposes, in whole or in part, in any form, of the Licensed
Software have been destroyed.
5.7 Notwithstanding the termination of this Agreement for any reason,
the terms of Sections 1, 2.5 - 2.12, 3, 4, 5.6, 5.7, 7 and 8 will survive.
Section 6. Warranty
6.1 Freescale warrants that for the 30 day period following your
download of the Licensed Software that the Licensed Software as delivered
is free of material defects in materials and workmanship.
6.2 If Licensed Software is not as warranted, Freescale will, at its
sole option, and as your exclusive remedy, either refund the fees associated
with such Licensed Software, repair, or replace with the same or equivalent
products that meet this warranty. This warranty does not apply to Licensed
Software that has been subjected to improper testing, assembly, mishandling,
modification, or misuse, whether by you or by others. This warranty will
not be expanded, and no obligation or liability will arise, due to technical
advice or assistance, qualification or testing data, computerized data,
facilities or service Freescale may provide in connection with the Licensed
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.
All notices and communications under this Agreement will be made in writing,
and will be effective when received at the following addresses:
Freescale Semiconductor, Inc.
6501 William Cannon Drive, West
Austin, Texas 78735
ATTN: General Manager, Multimedia Applications Division
With a copy to:
Freescale Semiconductor, Inc.
6501 William Cannon West OE62
Austin, Texas 78735
ATTN: Law Director, Multimedia Applications Division
You: The address provided at registration will be used.
Either party may change its notice information upon notice to the other party.
8.8 Relationship of the Parties. The parties are independent
contractors. Nothing in this Agreement will be construed to create any
partnership, joint venture, or similar relationship. Neither party is
authorized to bind the other to any obligations with third parties.
8.9 Severability. If any provision of this Agreement is held for
any reason to be invalid or unenforceable the remaining provisions of
this Agreement will be unimpaired and, unless a modification or replacement
of the invalid or unenforceable provision is further held to deprive a
party of a material benefit, in which case the Agreement will immediately
terminate, the invalid or unenforceable provision will be replaced with a
provision that is valid and enforceable and that comes closest to the
parties' intention underlying the invalid or unenforceable provision.
8.10 Succession and Assignment. This Agreement will be binding upon
and inure to the benefit of the parties and their permitted successors and
assigns. Neither party may assign this Agreement, or any part of this
Agreement, without the prior written approval of the other party, which
approval will not be unreasonably withheld or delayed.
8.11 Unauthorized Use. The Licensed Software is not intended or
authorized for use in anti-personnel landmines, and you agree that it
will not be used for this purpose. Upon request from Freescale, you will
furnish a written certification that you do not use or permit the use of
the Licensed Software in anti-personnel landmines. The Licensed Software
is not intended or authorized for use in products surgically implanted
into the body, for life support or for other products in which a product
failure could cause personal injury or death. If you permit the uses of
Licensed Software for these unintended or unauthorized uses, you will
fully indemnify, defend, and hold harmless Freescale, its Affiliates,
subsidiaries, officers and directors, employees, and distributors from
all liability related to such use, including attorneys' fees and costs.
8.12 Export. If, at the time or times of Freescale's
performance hereunder, an export license is required for Freescale to
lawfully export Licensed Software, then the issuance of the appropriate
licenses to Freescale or its subcontractor shall constitute a condition
precedent to Freescale's obligations hereunder. You understand and agree
that you will not by any means or method, export, re-export, resell, ship
or divert or cause to be exported, re-exported, resold, shipped, or
diverted, directly or indirectly, the Licensed Software, or any Freescale
product or technology except as permitted by and in accordance with
the laws and regulations of the United States and, if different than
the United States, the country from which the export or re-export originates.
8.13 International Sale of Goods. The United Nations Convention
on Contracts for the International Sale of Goods will not apply to this
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.
Other License Grants and Rights:
The Licensed Software may include some or all of the following software
which is not Freescale proprietary software and the rights granted herein
are limited to those rights provided below:
Open Source Software.
Open source software is not licensed under the terms of this Agreement,
but is instead licensed under the terms of applicable open source
license(s), such as the BSD License, Apache License or the GNU Lesser
General Public License. Your use of the open source software is subject
to the terms of each applicable license. You must agree to the terms
of each such applicable license, or you should not use the open source
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
If the Licensed Software includes proprietary software developed by Atheros,
you must separately obtain rights beyond evaluation and demonstration in
connection with the Atheros software.
Coding Technologies, acquired by Dolby Laboratories ("CTS")
If the Licensed Software includes software developed by CTS, you must
separately obtain rights beyond evaluation and demonstration in
connection with the CTS software from Dolby Laboratories.
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
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
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.
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.
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.