@@ -1,248 +1,523 @@
-IMPORTANT. Read the following Freescale 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 referenced below. You may then download the file. If this
-is a "shrink wrap license," by opening the package and installing the
-software contained, you indicate that you accept the terms of the
-Agreement referenced below.
- OPEN SOURCE LICENSE
-You are about to download certain software that is subject to various
-open source licenses such as the Apache License, the BSD license, the
-Free Software Foundation General Public License and Lesser General
-Public License, the Mozilla Public License and others. The particular
-files are listed in a file in the distribution, which will typically
-be called "package_manifest.txt" ("Manifest"). In the case of a
-discrepancy between the Manifest and the files in the distribution,
-the files in the distribution will supersede this list. The files that
-are subject to open source licenses will have the licensing details
-contained in those files. If you do not accept the terms of any of
-those licenses, stop using those files immediately.
- FREESCALE SOFTWARE LICENSE AGREEMENT
-This is a legal agreement between you (either as an individual or as
-an authorized representative of your employer) and Freescale
-Semiconductor, Inc. ("Freescale"). It concerns your rights to use
-these files and any accompanying written materials (the "Software" and
-the "Codec Software" (as defined below). Except where specifically
-indicated in the License Grant below, Software will include Codec
-Software including third party software as more fully described below
-and identified on Attachment A; and software created or licensed to
-Freescale. This Agreement does not concern your use of any files that
-are subject to an "open source" software license, such as the Free
-Software Foundation "General Public License," or "GNU GPL." In
-consideration for Freescale allowing you to access the 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
-Software. If you change your mind later, stop using the Software and
-delete all copies of the Software in your possession or control. Any
-copies of the 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
-LICENSE GRANT. Exclusively in conjunction with your development and
-sale of a product containing an i.MX or STMP programmable processing
-unit (e.g. a microprocessor, microcontroller) supplied directly or
-indirectly from Freescale ("Freescale System"), Freescale grants to
-you, free of charge, the non-exclusive, non-transferable right (1) to
-use the Software, (2) to reproduce the Software, (3) distribute the
-Software, (4) to sublicense to others the right to use the distributed
-Software as included within the Freescale System and, to the extent
-the Software is provided in source code form (human readable), (5) to
-prepare derivative works of the Software, (6) to distribute derivative
-works thereof only in object (machine-readable) form as part of a
-Freescale System, and (7) to sublicense to others the right to use the
-distributed derivative works as included within the Freescale System.
-Exclusively in conjunction with your development and sale of a product
-containing a Freescale System, Freescale grants to you, free of
-charge, the non-exclusive, non-transferable right to use the Codec
-Software evaluation and demonstration purposes only. Codec Software
-is software designed for processing multimedia streams (audio and
-video). You agree that you are responsible for obtaining any
-necessary licenses or permission for all Essential Patents for Codec
-Software. "Essential Patent" means a patent to the limited extent that
+LA_OPT27 v4 June 2013
+FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT
+IMPORTANT. Read the following Freescale Semiconductor Software
+License Agreement ("Agreement") completely. By selecting the
+"I Accept" button at the end of this page, you indicate that
+you accept the terms of this Agreement. You may then
+download the file.
+This is a legal agreement between you, as an authorized representative
+of your employer (together "you"), and Freescale Semiconductor, Inc.
+("Freescale") and its Affiliates. It concerns your rights to use this
+software and any accompanying written documentation (the "Licensed
+Software"). In consideration for Freescale allowing you to access
+the Licensed Software, you are agreeing to be bound by the terms of
+this Agreement. If you do not agree to all of the terms of this
+Agreement, do not download the Licensed Software. If at any point
+you no longer agree to all the terms of this Agreement, stop using
+the Licensed Software immediately and delete all copies of the
+Licensed Software in your possession or control. Any copies of the
+Licensed Software that you have already distributed, where permitted,
+and that have not been destroyed, will continue to be governed by
+this Agreement. Your prior use of the Licensed Software will also
+continue to be governed by this Agreement.
+Section 1. Definitions
+1.1 "Affiliate" means, any corporation, or entity directly or
+indirectly controlled by, controlling, or under common control with
+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
-Codec Software, including optional implementation of such standards,
+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. You may not translate, reverse engineer,
-decompile, or disassemble the Software except to the extent applicable
-law specifically prohibits such restriction. You will not assert
-against Freescale any intellectual property right that you create in
-preparation of any derivative works of the Software. If you violate
-any of the terms or restrictions of this Agreement, Freescale may
-immediately terminate this Agreement, and require that you stop using
-and delete all copies of the Software in your possession or control.
-COPYRIGHT. The Software is licensed to you, not sold. Freescale or
-its licensor owns the Software, and United States copyright laws and
-international treaty provisions protect the Software. Therefore, you
-must treat the Software like any other copyrighted material (e.g. a
-book or musical recording). You may not use or copy the Software for
-any other purpose than what is described in this Agreement. Except as
-expressly provided herein, Freescale does not grant to you any express
-or implied rights under any Freescale or third party patents,
-copyrights, trademarks, or trade secrets. Additionally, you must
-reproduce and apply any copyright or other proprietary rights notices
-included on or embedded in the Software to any copies or derivative
-works made thereof, in whole or in part, if any.
-SUPPORT. Freescale is NOT obligated to provide any support, upgrades
-or new releases of the Software. If you wish, you may contact
-Freescale and report problems and provide suggestions regarding the
-Software. Freescale has no obligation whatsoever to respond in any way
-to such a problem report or suggestion. Freescale may make changes to
-the Software at any time, without any obligation to notify or provide
-updated versions of the Software to you.
-EXCLUDED LICENSES. You will not take or fail to take any action that
-could subject the Software to an Excluded License. An Excluded
+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.
-FEEDBACK. 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).
-NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREESCALE
-EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE 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 SOFTWARE, OR ANY SYSTEMS YOU DESIGN USING THE
-SOFTWARE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A
-WARRANTY OR REPRESENTATION BY FREESCALE THAT THE SOFTWARE OR ANY
-DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING THE SOFTWARE WILL BE
-FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD
-INDEMNITY. You agree to fully defend and indemnify Freescale from any
-and all claims, liabilities, and costs (including reasonable
-attorney's fees) related to (1) your use (including your sublicensee's
-use, if permitted) of the Software or (2) your violation of the terms
-and conditions of this Agreement.
-LIMITATION OF LIABILITY. IN NO EVENT WILL FREESCALE BE LIABLE,
-WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL,
-INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT
+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
+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 LICENSEE TO
-FREESCALE IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR
-DAMAGES ARE CLAIMED.
-COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS. You must use the Software
-in accordance with all applicable export laws, regulations and
-statutes. You agree that neither you nor your licensees (if any)
-intend to or will, directly or indirectly, export or transmit the
-Software to any country in violation of. any export restrictions.
-GOVERNMENT USE. Use of the Software and any corresponding
-documentation, if any, is provided with RESTRICTED RIGHTS. Use,
-duplication or disclosure by the Government is subject to restrictions
-as set forth in subparagraph (c)(1)(ii) of The Rights in Technical
-Data and Computer Software clause at DFARS 252.227-7013 or
-subparagraphs (c)(l) and (2) of the Commercial Computer
-Software--Restricted Rights at 48 CFR 52.227-19, as
-applicable. Manufacturer is Freescale Semiconductor, Inc., 6501
-William Cannon Drive West, Austin, TX, 78735.
-HIGH RISK ACTIVITIES. You acknowledge that the Software is not fault
-tolerant and is not designed, manufactured or intended by Freescale
-for incorporation into products intended for use or resale in on-line
-control equipment in hazardous, dangerous to life or potentially
-life-threatening environments requiring fail-safe performance, such as
-in the operation of nuclear facilities, aircraft navigation or
-communication systems, air traffic control, direct life support
-machines or weapons systems, in which the failure of products could
-lead directly to death, personal injury or severe physical or
-environmental damage ("High Risk Activities"). You specifically
-represent and warrant that you will not use the Software or any
-derivative work of the Software for High Risk Activities.
-CHOICE OF LAW; VENUE; LIMITATIONS. You agree that the statutes and
-laws of the United States and the State of Texas, USA, without regard
-to conflicts of laws principles, will apply to all matters relating to
-this Agreement or the Software, and you agree that any litigation will
-be subject to the exclusive jurisdiction of the state or federal
-courts in Texas, USA.
-PRODUCT LABELING. You are not authorized to use any Freescale
-trademarks, brand names, or logos.
-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, executed
-by you and Freescale.
+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
-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.
+ With a copy to:
+ Freescale Semiconductor, Inc.
+ 6501 William Cannon West OE62
+ Austin, Texas 78735
+ ATTN: Law Director, Multimedia Applications Division
-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.
+ 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.
- ATTACHMENT A:
+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
-The Board Support Package 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
-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
-email@example.com You may only use the SanDisk Corporation Software on
+ 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.
+SanDisk retains all rights to any modifications or derivative works
+to the SanDisk Corporation Software that you may create.
-The Board Support Package 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 in connection with the Board Support Package from
+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.
-The Board Support Package includes software and hardware developed by
-Cambridge Silicon Radio, Inc. ("CSR"). You must separately obtain
-rights beyond evaluation and demonstration in connection with the
-Board Support Package from CSR.
-The Board Support Package includes software or technology developed by
-Coding Technologies, AB ("CTS"). You only have the right to use the
-CTS software in connection with the Freescale System.
\ No newline at end of file
+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.