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.