Jean-Baptiste Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 1 | THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY |
| 2 | BINDING AGREEMENT BETWEEN NXP Semiconductors Netherlands B.V ("LICENSOR") AND |
| 3 | YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY |
| 4 | TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 5 | AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. |
| 6 | IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION |
| 7 | PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE |
| 8 | SOFTWARE OR DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS |
| 9 | SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE |
| 10 | SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL |
| 11 | ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND |
| 12 | SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. |
Jean-Baptiste Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 13 | |
| 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 Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 32 | packaged build for Authorized Android Enabled Devices, consisting |
| 33 | of files suitable for installation on an Authorized Android Enabled |
Jean-Baptiste Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 34 | 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 Queru | fcc78da | 2013-02-19 14:37:55 -0800 | [diff] [blame] | 40 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 51 | |
| 52 | 3. Restrictions |
| 53 | |
| 54 | a. Retention of Rights. The entire right, title and interest in the |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 55 | 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 Queru | fcc78da | 2013-02-19 14:37:55 -0800 | [diff] [blame] | 61 | trade secret. Neither the delivery of the Software to You nor any |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 62 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 68 | |
| 69 | b. No Commercialization or Distribution of the Software and |
| 70 | Documentation. Except as expressly provided in Section 2 of this |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 71 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 89 | |
| 90 | c. No Reverse Engineering. Except for any portions of the Software |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 91 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 97 | |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 98 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 102 | |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 103 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 105 | contravention of this Section shall be void. |
| 106 | |
| 107 | 4. Indemnity |
| 108 | |
Jean-Baptiste Queru | d962471 | 2013-02-15 20:58:26 -0800 | [diff] [blame] | 109 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 129 | |
| 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 Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 134 | 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 Queru | fcc78da | 2013-02-19 14:37:55 -0800 | [diff] [blame] | 145 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 155 | |
| 156 | 6. No Warranty |
| 157 | |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 158 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 174 | |
| 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 Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 180 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 189 | |
| 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 Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 196 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 200 | |
| 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 Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 204 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 209 | invalidity shall not render this Agreement unenforceable or invalid |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 210 | 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 Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 214 | |
| 215 | c. Amendment and Modification. This Agreement and any of its terms and |
Jean-Baptiste Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 216 | provisions may only be amended, modified, supplemented or waived in |
| 217 | a writing signed by both parties hereto. |
Jean-Baptiste Queru | ecf1f7b | 2012-10-11 10:01:44 -0700 | [diff] [blame] | 218 | |
| 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 Queru | 11081d2 | 2013-02-15 20:36:32 -0800 | [diff] [blame] | 224 | the agreement between You and Licensor regarding this subject |
| 225 | matter. |