| THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY |
| BINDING AGREEMENT BETWEEN NXP Semiconductors Netherlands B.V ("LICENSOR") AND |
| YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY |
| TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS |
| AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF |
| YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION PROCESS |
| AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE SOFTWARE OR |
| DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS SUBJECT TO THE |
| TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE SOFTWARE IS INSTALLED |
| ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL ENTITY, THEN YOU REPRESENT |
| AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND |
| CONDITIONS OF THIS AGREEMENT. |
| |
| 1. Special Definitions |
| |
| a. The term "Android" means the open source mobile platform, software |
| stack, operating system, middleware, application programming |
| interfaces and mobile applications under the trade-name "Android" |
| distributed at Android.com. |
| |
| b. The term "Android Applications" means a software application or |
| open-source contribution developed by You, designed to operate with |
| Android that does not contain or incorporate any of the Software. |
| |
| c. The term "Authorized Android Enabled Device" means the device |
| known as the Nexus S only. |
| The term "Software" means the Licensor's proprietary software and |
| libraries in object code form, designed for use on the Authorized |
| Android Enabled Device. |
| |
| d. The term "Authorized Android Enabled Device Software" means a |
| packaged build for Authorized Android Enabled Devices, consisting of |
| files suitable for installation on an Authorized Android Enabled |
| Device using a mechanism such as fastboot mode or recovery mode. |
| |
| 2. License Grant |
| |
| a. Subject to the terms of this Agreement, Licensor hereby grants to |
| You, free of charge, a non-exclusive, non-sublicensable, |
| non-transferable, limited license, during the term of this Agreement, |
| to download, install and use the Software internally in |
| machine-readable (i.e., object code) form and the Documentation for |
| non-commercial use on an Authorized Android Enabled Device and |
| non-commercial redistribution of the Authorized Android Enabled |
| Device Software (the "Limited Purpose"). You may grant your end users |
| the right to use the Software for the Limited Purpose. The license to |
| the Software granted to You hereunder is solely for the Limited |
| Purpose set forth in this section, and the Software shall not be used |
| for any other purpose. |
| |
| 3. Restrictions |
| |
| a. Retention of Rights. The entire right, title and interest in the |
| Software shall remain with Licensor and, unless specified in writing |
| hereunder, no rights are granted to any of the Software. Except for |
| the right to use the Software for the Limited Purpose, the delivery |
| of the Software to You does not convey to You any intellectual |
| property rights in the Software, including, but not limited to any |
| rights under any patent, trademark, copyright, or trade secret. |
| Neither the delivery of the Software to You nor any terms set forth |
| herein shall be construed to grant to You, either expressly, by |
| implication or by way of estoppel, any license under any patents or |
| other intellectual property rights covering or relating to any other |
| product or invention or any combination of the Software with any |
| other product. Any rights not expressly granted to You herein are |
| reserved by Licensor. |
| |
| b. No Commercialization or Distribution of the Software and |
| Documentation. Except as expressly provided in Section 2 of this |
| Agreement, You shall have no right to (i) copy, disclose, distribute, |
| publically perform, publically display, transfer, alter, modify, |
| translate, disassemble, decompile, reverse engineer, or adapt the |
| Software and Documentation, or any portion thereof, or create any |
| derivative works based thereon; (ii) rent, lease, assign, sublicense, |
| resell, disclose or otherwise transfer the Software and Documentation |
| in whole or in part to any third party (iii) use the Software and |
| Documentation except for the Limited Purpose, (iv) remove or alter |
| any of the copyright or proprietary notices contained in any of the |
| Software and Documentation. For the purposes of clarity, nothing in |
| this Agreement prohibits You from making and distributing Android |
| Applications under commercial or non-commercial terms, provided that |
| You shall not contain, incorporate, and/or compile the Software or |
| any of its derivative works, in whole or in part, into Your Android |
| Applications and/or any software/devices created by You or by third |
| parties acting on Your behalf. You and any such third party shall |
| comply with all of the terms and conditions of this Agreement. |
| |
| c. No Reverse Engineering. Except for any portions of the Software |
| provided to You in source code format and except for any third party |
| code distributed with the Software that is licensed under contrary |
| terms, You will not reverse engineer, disassemble, |
| decompile, or translate the Software, or otherwise attempt to derive |
| the source code version of the Software, except if and to the extent |
| expressly permitted under any applicable law. |
| |
| d. Third Party Software. You agree that Android may contain third party |
| software. You agree that you may not distribute such third party |
| software for any purpose without appropriate licenses from the |
| applicable third party or parties. |
| |
| e. No Transfer or Assignment. You shall not assign any of its rights or |
| obligations under this Agreement. Any attempted assignment in |
| contravention of this Section shall be void. |
| |
| 4. Indemnity |
| |
| a. You agree to indemnify and hold harmless Licensor and its officers, |
| directors, customers, employees and successors and assigns (each an |
| "Indemnified Party") against any and all claims, demands, causes of |
| action, losses, liabilities, damages, costs and expenses, incurred by |
| the Indemnified Party (including but not limited to costs of defense, |
| investigation and reasonable attorney's fees) arising out of, |
| resulting from or related to (i) any software, products, |
| documentation, content, materials or derivative works created or |
| developed by You using the Software which causes an infringement of |
| any patent, copyright, trademark, trade secret, or other property, |
| publicity or privacy rights of any third parties arising in any |
| jurisdiction anywhere in the world, (ii) the download, distribution, |
| installation, storage, execution, use or transfer of such software, |
| products, documentation, content, materials or derivative works by |
| any person or entity, and/or (iii) any breach of this Agreement by |
| You. If requested by an Indemnified Party, You agree to defend such |
| Indemnified Party in connection with any third party claims, demands, |
| or causes of action resulting from, arising out of or in connection |
| with any of the foregoing. |
| |
| 5. Limitation of Liability |
| |
| a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO |
| CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL |
| LICENSOR, ITS AFFILIATES AND/OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR |
| AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR |
| CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS |
| OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS |
| INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THE |
| SOFTWARE OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO |
| USE, THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE |
| POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE |
| LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL |
| DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE |
| LIMITED. IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY TO |
| YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS |
| (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNIFICATION OR |
| OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS |
| SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM |
| EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES HAVE FULLY CONSIDERED |
| THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE |
| FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF |
| THE BARGAIN BETWEEN THE PARTIES. |
| |
| 6. No Warranty |
| |
| a. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE |
| SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS AGREEMENT, INCLUDING |
| BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A |
| PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED |
| WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR |
| COURSE OF PERFORMANCE. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE |
| CONSTRUED AS A WARRANTY OR REPRESENTATION BY LICENSOR (I) AS TO THE |
| VALIDITY OR SCOPE OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL |
| PROPERTY RIGHT AND (II) THAT ANY MANUFACTURE OR USE WILL BE FREE FROM |
| INFRINGEMENT OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY |
| RIGHTS OF OTHERS, AND IT SHALL BE THE SOLE RESPONSIBILITY OF YOU TO |
| MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO THE |
| ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY |
| OF THIRD PARTIES. LICENSOR SHALL NOT HAVE ANY OBLIGATION TO PROVIDE |
| ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER THIS AGREEMENT. |
| |
| 7. Term and Termination |
| |
| a. This Agreement shall be effective on the date You accept this |
| Agreement and shall remain in effect until terminated as provided |
| herein. You may terminate the Agreement at any time by deleting and |
| destroying all copies of the Software and all related information in |
| Your possession or control. This Agreement terminates immediately and |
| automatically, with or without notice, if You fail to comply with any |
| provision hereof. Additionally, Licensor may at any time terminate |
| this Agreement, without cause, upon notice to You. Upon termination |
| You must delete or destroy all copies of the Software in Your |
| possession, and the license granted to You in this Agreement shall |
| terminate. Sections 3, 4, 5, 6 and 8 shall survive the termination of |
| this Agreement. |
| |
| 8. Miscellaneous |
| |
| a. Governing Law. This Agreement is governed and interpreted in |
| accordance with the laws of the State of California without giving |
| effect to its conflict of laws provisions. The United Nations |
| Convention on Contracts for the International Sale of Goods is |
| expressly disclaimed and shall not apply. Any claim arising out of or |
| related to this Agreement must be brought exclusively in a federal or |
| state court located in Santa Clara County, California and You consent |
| to the jurisdiction and venue of such courts. |
| |
| b. Waiver and Severability. The failure of either party to require |
| performance by the other party of any provision of this Agreement |
| shall not affect the full right to require such performance at any |
| time thereafter; nor shall the waiver by either party of a breach of |
| any provision of this Agreement be taken or held to be a waiver of |
| the provision itself. Severability. If any provision of this |
| Agreement is unenforceable or invalid under any applicable law or is |
| so held by applicable court decision, such unenforceability or |
| invalidity shall not render this Agreement unenforceable or invalid |
| as a whole, and such provision shall be changed and interpreted so as |
| to best accomplish the objectives of such unenforceable or invalid |
| provision within the limits of applicable law or applicable court |
| decisions. |
| |
| c. Amendment and Modification. This Agreement and any of its terms and |
| provisions may only be amended, modified, supplemented or waived in a |
| writing signed by both parties hereto. |
| |
| d. Compliance with Laws. You shall comply with all applicable laws, |
| rules, and regulations in connection with its activities under this |
| Agreement. |
| |
| e. Entire Agreement. This Agreement completely and exclusively states |
| the agreement between You and Licensor regarding this subject matter. |
