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Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -07001THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY
2BINDING AGREEMENT BETWEEN NXP Semiconductors Netherlands B.V ("LICENSOR") AND
3YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY
4TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -08005AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
6IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION
7PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE
8SOFTWARE OR DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS
9SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE
10SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL
11ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND
12SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -070013
14 1. Special Definitions
15
16 a. The term "Android" means the open source mobile platform, software
17 stack, operating system, middleware, application programming
18 interfaces and mobile applications under the trade-name "Android"
19 distributed at Android.com.
20
21 b. The term "Android Applications" means a software application or
22 open-source contribution developed by You, designed to operate with
23 Android that does not contain or incorporate any of the Software.
24
25 c. The term "Authorized Android Enabled Device" means the device
26 known as the Nexus 7 only.
27 The term "Software" means the Licensor's proprietary software and
28 libraries in object code form, designed for use on the Authorized
29 Android Enabled Device.
30
31 d. The term "Authorized Android Enabled Device Software" means a
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -080032 packaged build for Authorized Android Enabled Devices, consisting
33 of files suitable for installation on an Authorized Android Enabled
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -070034 Device using a mechanism such as fastboot mode or recovery mode.
35
36 2. License Grant
37
38 a. Subject to the terms of this Agreement, Licensor hereby grants to
39 You, free of charge, a non-exclusive, non-sublicensable,
Jean-Baptiste Querufcc78da2013-02-19 14:37:55 -080040 non-transferable, limited license, during the term of
41 this Agreement, to download, install and use the Software
42 internally in machine-readable (i.e., object code) form and the
43 Documentation for non-commercial use on an Authorized Android
44 Enabled Device and non-commercial redistribution of the Authorized
45 Android Enabled Device Software (the "Limited Purpose"). You may
46 grant your end users the right to use the Software for
47 the Limited Purpose.
48 The license to the Software granted to You hereunder is solely for
49 the Limited Purpose set forth in this section, and the Software
50 shall not be used for any other purpose.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -070051
52 3. Restrictions
53
54 a. Retention of Rights. The entire right, title and interest in the
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -080055 Software shall remain with Licensor and, unless specified in
56 writing hereunder, no rights are granted to any of the Software.
57 Except for the right to use the Software for the Limited Purpose,
58 the delivery of the Software to You does not convey to You any
59 intellectual property rights in the Software, including, but not
60 limited to any rights under any patent, trademark, copyright, or
Jean-Baptiste Querufcc78da2013-02-19 14:37:55 -080061 trade secret. Neither the delivery of the Software to You nor any
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -080062 terms set forth herein shall be construed to grant to You, either
63 expressly, by implication or by way of estoppel, any license under
64 any patents or other intellectual property rights covering or
65 relating to any other product or invention or any combination of
66 the Software with any other product. Any rights not expressly
67 granted to You herein are reserved by Licensor.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -070068
69 b. No Commercialization or Distribution of the Software and
70 Documentation. Except as expressly provided in Section 2 of this
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -080071 Agreement, You shall have no right to (i) copy, disclose,
72 distribute, publically perform, publically display, transfer,
73 alter, modify, translate, disassemble, decompile, reverse engineer,
74 or adapt the Software and Documentation, or any portion thereof, or
75 create any derivative works based thereon; (ii) rent, lease,
76 assign, sublicense, resell, disclose or otherwise transfer the
77 Software and Documentation in whole or in part to any third party
78 (iii) use the Software and Documentation except for the Limited
79 Purpose, (iv) remove or alter any of the copyright or proprietary
80 notices contained in any of the Software and Documentation. For the
81 purposes of clarity, nothing in this Agreement prohibits You from
82 making and distributing Android Applications under commercial or
83 non-commercial terms, provided that You shall not contain,
84 incorporate, and/or compile the Software or any of its derivative
85 works, in whole or in part, into Your Android Applications and/or
86 any software/devices created by You or by third parties acting on
87 Your behalf. You and any such third party shall comply with all of
88 the terms and conditions of this Agreement.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -070089
90 c. No Reverse Engineering. Except for any portions of the Software
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -080091 provided to You in source code format and except for any third
92 party code distributed with the Software that is licensed under
93 contrary terms, You will not reverse engineer, disassemble,
94 decompile, or translate the Software, or otherwise attempt to
95 derive the source code version of the Software, except if and to
96 the extent expressly permitted under any applicable law.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -070097
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -080098 d. Third Party Software. You agree that Android may contain third
99 party software. You agree that you may not distribute such third
100 party software for any purpose without appropriate licenses from
101 the applicable third party or parties.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700102
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800103 e. No Transfer or Assignment. You shall not assign any of its rights
104 or obligations under this Agreement. Any attempted assignment in
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700105 contravention of this Section shall be void.
106
107 4. Indemnity
108
Jean-Baptiste Querud9624712013-02-15 20:58:26 -0800109 a. You agree to indemnify and hold harmless Licensor and
110 its officers, directors, customers, employees and successors and
111 assigns (each an "Indemnified Party") against any and all claims,
112 demands, causes of action, losses, liabilities, damages, costs and
113 expenses, incurred by the Indemnified Party (including but not
114 limited to costs of defense, investigation and reasonable
115 attorney's fees) arising out of, resulting from or related to
116 (i) any software, products, documentation, content, materials or
117 derivative works created or developed by You using the Software
118 which causes an infringement of any patent, copyright, trademark,
119 trade secret, or other property, publicity or privacy rights of any
120 third parties arising in any jurisdiction anywhere in the world,
121 (ii) the download, distribution, installation, storage, execution,
122 use or transfer of such software, products, documentation, content,
123 materials or derivative works by any person or entity, and/or
124 (iii) any breach of this Agreement by You. If requested by an
125 Indemnified Party, You agree to defend such Indemnified Party in
126 connection with any third party claims, demands, or causes of
127 action resulting from, arising out of or in connection with any of
128 the foregoing.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700129
130 5. Limitation of Liability
131
132 a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO
133 CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800134 LICENSOR, ITS AFFILIATES AND/OR ITS DIRECTORS, OFFICERS,
135 EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
136 SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT
137 LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
138 INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING
139 OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD,
140 INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF
141 LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
142 DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
143 EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO
144 THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.
Jean-Baptiste Querufcc78da2013-02-19 14:37:55 -0800145 IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY
146 TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF
147 ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE,
148 INDEMNIFICATION OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS
149 (US$100). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE
150 DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
151 THE PARTIES HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK
152 AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS
153 PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE
154 PARTIES.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700155
156 6. No Warranty
157
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800158 a. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
159 RESPECT TO THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS
160 AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
161 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST
162 INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF
163 TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
164 NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A
165 WARRANTY OR REPRESENTATION BY LICENSOR (I) AS TO THE VALIDITY OR
166 SCOPE OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT
167 AND (II) THAT ANY MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT
168 OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF
169 OTHERS, AND IT SHALL BE THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH
170 DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF
171 LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF THIRD
172 PARTIES. Licensor SHALL NOT HAVE ANY OBLIGATION TO
173 PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER THIS AGREEMENT.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700174
175 7. Term and Termination
176
177 a. This Agreement shall be effective on the date You accept this
178 Agreement and shall remain in effect until terminated as provided
179 herein. You may terminate the Agreement at any time by deleting and
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800180 destroying all copies of the Software and all related information
181 in Your possession or control. This Agreement terminates
182 immediately and automatically, with or without notice, if You fail
183 to comply with any provision hereof. Additionally, Licensor may at
184 any time terminate this Agreement, without cause, upon notice to
185 You. Upon termination You must delete or destroy all copies of the
186 Software in Your possession, and the license granted to You in this
187 Agreement shall terminate. Sections 3, 4, 5, 6 and 8 shall survive
188 the termination of this Agreement.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700189
190 8. Miscellaneous
191
192 a. Governing Law. This Agreement is governed and interpreted in
193 accordance with the laws of the State of California without giving
194 effect to its conflict of laws provisions. The United Nations
195 Convention on Contracts for the International Sale of Goods is
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800196 expressly disclaimed and shall not apply. Any claim arising out of
197 or related to this Agreement must be brought exclusively in a
198 federal or state court located in Santa Clara County, California
199 and You consent to the jurisdiction and venue of such courts.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700200
201 b. Waiver and Severability. The failure of either party to require
202 performance by the other party of any provision of this Agreement
203 shall not affect the full right to require such performance at any
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800204 time thereafter; nor shall the waiver by either party of a breach
205 of any provision of this Agreement be taken or held to be a waiver
206 of the provision itself. Severability. If any provision of this
207 Agreement is unenforceable or invalid under any applicable law or
208 is so held by applicable court decision, such unenforceability or
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700209 invalidity shall not render this Agreement unenforceable or invalid
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800210 as a whole, and such provision shall be changed and interpreted so
211 as to best accomplish the objectives of such unenforceable or
212 invalid provision within the limits of applicable law or
213 applicable court decisions.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700214
215 c. Amendment and Modification. This Agreement and any of its terms and
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800216 provisions may only be amended, modified, supplemented or waived in
217 a writing signed by both parties hereto.
Jean-Baptiste Queruecf1f7b2012-10-11 10:01:44 -0700218
219 d. Compliance with Laws. You shall comply with all applicable laws,
220 rules, and regulations in connection with its activities under this
221 Agreement.
222
223 e. Entire Agreement. This Agreement completely and exclusively states
Jean-Baptiste Queru11081d22013-02-15 20:36:32 -0800224 the agreement between You and Licensor regarding this subject
225 matter.