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 Freescale. 

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 documentation.

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 Licensed Software;

(b)               to use, demonstrate, copy, distribute, market and sell derivative works of the 
Licensed Software in object code (machine readable) only as part of, or integrated 
within, Authorized Systems and not on a stand alone basis.  Notwithstanding the 
foregoing, those files marked as .h files ("Header files") may be distributed in 
source or object code form, but only as part of, or embedded within Authorized 
Systems.

2.4              You may use subcontractors on your premises to exercise your rights under Section 2.2 
and 2.3 so long as you have an agreement in place with the subcontractor containing 
confidentiality restrictions no less stringent than those contained in this Agreement.  You will 
remain liable for your subcontractors' adherence to the terms of this Agreement and for any and 
all acts and omissions of such subcontractors with respect to this Agreement and the Licensed 
Software.

2.5              The licenses granted above in section 2.3 only extend to Freescale intellectual property 
rights that would be infringed by the Licensed Software prior to your preparation of any 
derivative work.  

2.6              You are solely responsible for obtaining any necessary third party approvals and any 
licenses for any necessary Essential Patents for their use in connection with technology that you 
incorporate into the your Authorized System (whether as part of the Licensed Software or not). 

2.7              The Licensed Software is licensed to you, not sold.  Title to Licensed Software delivered 
hereunder remains vested in Freescale or Freescale's licensor and cannot be assigned or 
transferred.  You are expressly forbidden from selling or otherwise distributing the Licensed 
Software, or any portion thereof, except as expressly permitted herein.  This Agreement does not 
grant to you any implied rights under any Freescale or third party intellectual property.

2.8              You may not translate, reverse engineer, decompile, or disassemble the Licensed 
Software except to the extent applicable law specifically prohibits such restriction.  You must 
prohibit your sub-licensees from translating, reverse engineering, decompiling, or disassembling 
the Licensed Software except to the extent applicable law specifically prohibits such restriction.

2.9              You must reproduce any and all of Freescale's (or its third party licensor's) copyright 
notices and other proprietary legends on copies of Licensed Software. 

2.10          If you distribute the Licensed Software to the United States Government, then the 
Licensed Software is "restricted computer software" and is subject to FAR 52.227-19 (c)(1) and 
(c)(2).  
 
2.11          You grant to Freescale a non-exclusive, non-transferable, irrevocable, 
perpetual, worldwide, royalty-free, sub-licensable license under your Intellectual 
Property Rights to use without restriction and for any purpose any suggestion, 
comment or other feedback related to the Licensed Software (including, but not 
limited to, error corrections and bug fixes).
 
2.12          You will not take or fail to take any action that could subject the Licensed 
Software to an Excluded License.  An Excluded License means any license that 
requires as a condition of use, modification and/or distribution of software subject 
to the Excluded License, that such software or other software combined and/or 
distributed with such software be (A) disclosed or distributed in source code form; 
(B) licensed for the purpose of making derivative works; or (C) redistributable at no 
charge.

 
Section 3.                Intellectual Property Rights

3.1              Subject to Freescale's ownership interest in the underlying Licensed Software, all 
intellectual property rights associated with, and title to, your Authorized System will be retained 
by or will vest in you.   

3.2              Your modifications to the Licensed Software, and all intellectual property rights 
associated with, and title thereto, will be the property of Freescale.  You agree to assign all, and 
hereby do assign all rights, title, and interest to any such modifications to the Licensed Software 
to Freescale and agree to provide all assistance reasonably requested by Freescale to establish, 
preserve or enforce such right.  Further, you agree to waive all moral rights relating to your 
modifications to the Licensed Software, including, without limitation, any and all rights of 
identification of authorship and any and all rights of approval, restriction, or limitation on use or 
subsequent modification.  Notwithstanding the foregoing, you will have the license rights 
granted in Section 2 hereto to any such modifications made by you or your licensor's.


Section 4.                Patent Covenant not to Sue

4.1              As partial, material consideration for the rights granted to you under this Agreement, you 
covenant not to sue or otherwise assert your patents against Freescale, a Freescale Affiliate or 
subsidiary, or a Freescale licensee of the Licensed Software for infringement of your Intellectual 
Property Rights by the manufacture, use, sale, offer for sale, importation or other disposition or 
promotion of the Licensed Software and/or any redistributed portions thereof.


Section 5.                Term and Termination

5.1              This Agreement will remain in effect unless terminated as provided herein.

5.2              You may terminate this Agreement immediately upon written notice to Freescale at the 
address provided below.

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 Freescales written request, 
you will, at your discretion, return to the Freescale any confidential information including any 
and all copies thereof or furnish to Freescale at the address below, a statement certifying, with 
respect to the Licensed Software delivered hereunder that the original and all copies, except for 
archival copies to be used solely for dispute resolution purposes, in whole or in part, in any form, 
of the Licensed Software have been destroyed.

5.7              Notwithstanding the termination of this Agreement for any reason, the terms of Sections 
1, 2.5 - 2.12, 3, 4, 5.6, 5.7, 7 and 8 will survive.


Section 6.                Warranty

6.1              Freescale warrants that for the 30 day period following your download of the Licensed 
Software that the Licensed Software as delivered is free of material defects in materials and 
workmanship.

6.2              If Licensed Software is not as warranted, Freescale will, at its sole option, and as your 
exclusive remedy, either refund the fees associated with such Licensed Software, repair, or 
replace with the same or equivalent products that meet this warranty.  This warranty does not 
apply to Licensed Software that has been subjected to improper testing, assembly, mishandling, 
modification, or misuse, whether by you or by others.  This warranty will not be expanded, and 
no obligation or liability will arise, due to technical advice or assistance, qualification or testing 
data, computerized data, facilities or service Freescale may provide in connection with the 
Licensed Software.

6.3              Freescale does not warrant that the functions contained in the Licensed Software will 
meet your requirements or that the operation of the Licensed Software will be uninterrupted or 
error free.

6.4              The warranty recited in this Section 6 extends only to you. 

6.5              THIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER 
WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, 
SATISFACTORY QUALITY OR FITNESS, AND THE WARRANTY AGAINST 
INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE. ALL OTHER 
WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT SUCH MAY 
BE DISCLAIMED BY LAW.

 
Section 7.                Indemnification

7.1              You will defend, indemnify and hold harmless Freescale from any and all damages 
claims, liabilities, and costs (including reasonable attorney's fees) related to your (including 
contractor's and licensee's) use of the Licensed Software and/or (2) your (including contractor's 
and licensee's) violation of the terms and conditions of this Agreement.  You are excused from 
this obligation to the extent any such claim arises solely from the Licensed Software as provided 
by Freescale.


Section 8.                General Provisions

8.1              Amendments and Waivers.       No amendment of any provision of this Agreement will be 
valid unless stated in writing and signed by authorized representatives of each of the parties.  No 
waiver by any party of any default, misrepresentation or covenant herein, whether intentional or 
not, will be deemed to extend any prior or subsequent default, misrepresentation, or covenant 
hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

8.2              Choice of Law.           This Agreement will be governed by, construed, and enforced in 
accordance with the laws of the State of Texas.

8.3              Confidential Information.  You will treat the Licensed Software as confidential 
information and you agree to retain the Licensed Software in confidence perpetually with respect 
to Licensed Software in source code form (human readable), or for a period of five (5) years 
from the date of termination of this Agreement, with respect to all other parts of the Licensed 
Software.  During this period you may not disclose any part of the Licensed Software to others 
than employees or contractors who have a need to know of the Licensed Software and who have 
executed written agreements obligating them to protect such Licensed Software.  You agree to 
use the same degree of care, but no less than a reasonable degree of care, with the Licensed 
Software as you do with your own confidential information. You may disclose Licensed 
Software to the extent required by a court or under operation of law or order provided that you 
notify Freescale of such requirement prior to disclosure, that you only disclose information 
required, and that the you allow Freescale the opportunity to object to such court or other legal 
body requiring such disclosure.

8.4              Counterparts.  This Agreement may be executed in one or more original counterparts, all 
of which together will constitute one agreement, and facsimile signatures will have the same 
effect as original signatures.

8.5              Entire Agreement.       This Agreement, including its attachments, constitutes the entire 
agreement between the parties regarding the subject matter hereof, and supersedes all prior 
communications, negotiations, understandings, agreements or representations, either written or 
oral, by or among the parties regarding such subject matter.

8.6              Limitation of Liability.           EXCLUDING LIABILITY FOR A BREACH OF 
SECTION 8.3 (CONFIDENTIALITY), BREACHES OF THE LICENSE GRANTS IN 
SECTION 2, OR CLAIMS UNDER SECTION 7,  IN NO EVENT WILL EITHER PARTY 
BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY 
INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, 
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF 
TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR 
REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.  
FREESCALE'S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS, 
OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS 
AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED 
TO THE AGGREGATE AMOUNT PAID BY YOU TO FREESCALE IN CONNECTION 
WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE 
CLAIMED.

8.7              Notices.           
All notices and  communications under this Agreement will be made in 
writing, and will be effective when received at the following addresses:

     Freescale:                    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 document.

8.14     Audit.  You will maintain accurate and up-to-date records pertaining to this Agreement 
and will grant Freescale or its authorized agent access to and copies of such records and 
information as requested by Freescale that pertain to your obligations under this Agreement.  
Such access will be granted upon reasonable advance written notice, and be conducted during 
normal business hours with minimal impact to your business operations, and subject to 
confidentiality restrictions.  You will maintain such records for a period of at least three (3) years 
from the date of termination of this Agreement.  You must make prompt adjustment to 
compensate for any errors and/or omissions disclosed by such examination or audit.


APPENDIX A
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 software.
 
Vivante
 
If the Licensed Software includes proprietary software developed by Vivante, your 
distribution rights are restricted to providing the Licensed Software in object code 
(machine readable), and only as part of, or embedded within, Authorized Systems 
that include a Vivante Graphics Processing Unit. 
 
Atheros
 
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.
 
Microsoft
If the Licensed Software includes software owned by the Microsoft Corporation 
("Microsoft"), it is subject to the terms of your license with Microsoft (the 
"Microsoft Underlying Software") and as such, Freescale grants no license to you, 
beyond evaluation and demonstration in connection with Freescale processors, in 
the Microsoft Underlying Software.  You must separately obtain rights beyond 
evaluation and demonstration in connection with the Microsoft Underlying 
Software from Microsoft.
Microsoft does not provide support services for the components provide to you 
through this Agreement.  If you have any questions or require technical assistance, 
please contact Freescale.  Microsoft Corporation is a third party beneficiary to this 
Agreement with the right to enforce the terms of this Agreement.  

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS 
AFFILIATES 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 sales@sandisk.com
 
            You may only use the SanDisk Corporation Software on products 
compatible with a SanDisk Secure Digital Card.  You may not use the SanDisk 
Corporation Software on any memory device product.  SanDisk retains all rights to 
any modifications or derivative works to the SanDisk Corporation Software that 
you may create.
 
Global Locate
 
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.
 
 
CSR
 
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.
 
 

