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216 lines
12 KiB
216 lines
12 KiB
SOFTWARE LICENSE AGREEMENT |
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Unless you and Broadcom Corporation ("Broadcom") execute a separate written |
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software license agreement governing use of the accompanying software, this |
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software is licensed to you under the terms of this Software License |
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Agreement ("Agreement"). |
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ANY USE, REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE CONSTITUTES YOUR |
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ACCEPTANCE OF THIS AGREEMENT. |
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1. DEFINITIONS. |
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1.1. "Broadcom Product" means any of the proprietary integrated circuit |
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product(s) sold by Broadcom with which the Software was designed to be used, |
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or their successors. |
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1.2. "Licensee" means you or if you are accepting on behalf of an entity |
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then the entity and its affiliates exercising rights under, and complying |
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with all of the terms of this Agreement. |
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1.3. "Software" shall mean that software made available by Broadcom to |
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Licensee in binary code form with this Agreement. |
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2. LICENSE GRANT; OWNERSHIP |
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2.1. License Grants. Subject to the terms and conditions of this Agreement, |
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Broadcom hereby grants to Licensee a non-exclusive, non-transferable, |
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royalty-free license (i) to use and integrate the Software in conjunction |
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with any other software; and (ii) to reproduce and distribute the Software |
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complete, unmodified and only for use with a Broadcom Product. |
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2.2. Restriction on Modification. If and to the extent that the Software is |
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designed to be compliant with any published communications standard |
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(including, without limitation, DOCSIS, HomePNA, IEEE, and ITU standards), |
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Licensee may not make any modifications to the Software that would cause the |
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Software or the accompanying Broadcom Products to be incompatible with such |
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standard. |
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2.3. Restriction on Distribution. Licensee shall only distribute the |
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Software (a) under the terms of this Agreement and a copy of this Agreement |
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accompanies such distribution, and (b) agrees to defend and indemnify |
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Broadcom and its licensors from and against any damages, costs, liabilities, |
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settlement amounts and/or expenses (including attorneys' fees) incurred in |
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connection with any claim, lawsuit or action by any third party that arises |
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or results from the use or distribution of any and all Software by the |
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Licensee except as contemplated herein. |
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2.4. Proprietary Notices. Licensee shall not remove, efface or obscure any |
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copyright or trademark notices from the Software. Licensee shall include |
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reproductions of the Broadcom copyright notice with each copy of the |
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Software, except where such Software is embedded in a manner not readily |
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accessible to the end user. Licensee acknowledges that any symbols, |
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trademarks, tradenames, and service marks adopted by Broadcom to identify the |
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Software belong to Broadcom and that Licensee shall have no rights therein. |
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2.5. Ownership. Broadcom shall retain all right, title and interest, |
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including all intellectual property rights, in and to the Software. Licensee |
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hereby covenants that it will not assert any claim that the Software created |
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by or for Broadcom infringe any intellectual property right owned or |
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controlled by Licensee. |
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2.6. No Other Rights Granted; Restrictions. Apart from the license rights |
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expressly set forth in this Agreement, Broadcom does not grant and Licensee |
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does not receive any ownership right, title or interest nor any security |
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interest or other interest in any intellectual property rights relating to |
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the Software, nor in any copy of any part of the foregoing. No license is |
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granted to Licensee in any human readable code of the Software (source code). |
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Licensee shall not (i) use, license, sell or otherwise distribute the |
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Software except as provided in this Agreement, (ii) attempt to reverse |
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engineer, decompile or disassemble any portion of the Software; or (iii) use |
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the Software or other material in violation of any applicable law or |
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regulation, including but not limited to any regulatory agency, such as FCC, |
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rules. |
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3. NO WARRANTY OR SUPPORT |
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3.1. No Warranty. THE SOFTWARE IS OFFERED "AS IS," AND BROADCOM GRANTS AND |
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LICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, |
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COMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE. BROADCOM SPECIFICALLY |
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DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC |
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PURPOSE OR NONINFRINGEMENT CONCERNING THE SOFTWARE OR ANY UPGRADES TO OR |
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DOCUMENTATION FOR THE SOFTWARE. WITHOUT LIMITATION OF THE ABOVE, BROADCOM |
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GRANTS NO WARRANTY THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT |
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INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS |
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THEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR |
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RELIABILITY. |
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3.2. No Support. Nothing in this agreement shall obligate Broadcom to |
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provide any support for the Software. Broadcom may, but shall be under no |
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obligation to, correct any defects in the Software and/or provide updates to |
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licensees of the Software. Licensee shall make reasonable efforts to |
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promptly report to Broadcom any defects it finds in the Software, as an aid |
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to creating improved revisions of the Software. |
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3.3. Dangerous Applications. The Software is not designed, intended, or |
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certified for use in components of systems intended for the operation of |
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weapons, weapons systems, nuclear installations, means of mass |
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transportation, aviation, life-support computers or equipment (including |
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resuscitation equipment and surgical implants), pollution control, hazardous |
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substances management, or for any other dangerous application in which the |
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failure of the Software could create a situation where personal injury or |
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death may occur. Licensee understands that use of the Software in such |
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applications is fully at the risk of Licensee. |
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4. TERM AND TERMINATION |
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4.1. Termination. This Agreement will automatically terminate if Licensee |
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fails to comply with any of the terms and conditions hereof. In such event, |
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Licensee must destroy all copies of the Software and all of its component |
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parts. |
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4.2. Effect Of Termination. Upon any termination of this Agreement, the |
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rights and licenses granted to Licensee under this Agreement shall |
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immediately terminate. |
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4.3. Survival. The rights and obligations under this Agreement which by |
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their nature should survive termination will remain in effect after |
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expiration or termination of this Agreement. |
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5. CONFIDENTIALITY |
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5.1. Obligations. Licensee acknowledges and agrees that any documentation |
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relating to the Software, and any other information (if such other |
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information is identified as confidential or should be recognized as |
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confidential under the circumstances) provided to Licensee by Broadcom |
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hereunder (collectively, "Confidential Information") constitute the |
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confidential and proprietary information of Broadcom, and that Licensee's |
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protection thereof is an essential condition to Licensee's use and possession |
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of the Software. Licensee shall retain all Confidential Information in |
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strict confidence and not disclose it to any third party or use it in any way |
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except under a written agreement with terms and conditions at least as |
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protective as the terms of this Section. Licensee will exercise at least the |
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same amount of diligence in preserving the secrecy of the Confidential |
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Information as it uses in preserving the secrecy of its own most valuable |
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confidential information, but in no event less than reasonable diligence. |
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Information shall not be considered Confidential Information if and to the |
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extent that it: (i) was in the public domain at the time it was disclosed or |
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has entered the public domain through no fault of Licensee; (ii) was known to |
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Licensee, without restriction, at the time of disclosure as proven by the |
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files of Licensee in existence at the time of disclosure; or (iii) becomes |
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known to Licensee, without restriction, from a source other than Broadcom |
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without breach of this Agreement by Licensee and otherwise not in violation |
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of Broadcom's rights. |
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5.2. Return of Confidential Information. Notwithstanding the foregoing, all |
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documents and other tangible objects containing or representing Broadcom |
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Confidential Information and all copies thereof which are in the possession |
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of Licensee shall be and remain the property of Broadcom, and shall be |
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promptly returned to Broadcom upon written request by Broadcom or upon |
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termination of this Agreement. |
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6. LIMITATION OF LIABILITY |
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BROADCOM OR ANY OF |
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BROADCOM'S LICENSORS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, |
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SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF |
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LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR |
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OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS |
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OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH |
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DAMAGES. IN NO EVENT WILL BROADCOM'S LIABILITY WHETHER IN CONTRACT, TORT |
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(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY LICENSEE FOR |
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SOFTWARE UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING |
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ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. |
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7. MISCELLANEOUS |
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7.1. Export Regulations. YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS |
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SUBJECT TO UNITED STATES AND OTHER APPLICABLE EXPORT-RELATED LAWS AND |
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REGULATIONS AND THAT YOU MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE SOFTWARE |
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OR ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS. |
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WITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT OR TRANSFER OF THE SOFTWARE |
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TO CUBA, IRAN, NORTH KOREA, SUDAN AND SYRIA IS PROHIBITED. |
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7.2 Assignment. This Agreement shall be binding upon and inure to the |
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benefit of the parties and their respective successors and assigns, provided, |
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however that Licensee may not assign this Agreement or any rights or |
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obligation hereunder, directly or indirectly, by operation of law or |
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otherwise, without the prior written consent of Broadcom, and any such |
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attempted assignment shall be void. Notwithstanding the foregoing, Licensee |
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may assign this Agreement to a successor to all or substantially all of its |
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business or assets to which this Agreement relates that is not a competitor |
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of Broadcom. |
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7.3. Governing Law; Venue. This Agreement shall be governed by the laws of |
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California without regard to any conflict-of-laws rules, and the United |
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Nations Convention on Contracts for the International Sale of Goods is hereby |
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excluded. The sole jurisdiction and venue for actions related to the subject |
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matter hereof shall be the state and federal courts located in the County of |
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Orange, California, and both parties hereby consent to such jurisdiction and |
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venue. |
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7.4. Severability. All terms and provisions of this Agreement shall, if |
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possible, be construed in a manner which makes them valid, but in the event |
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any term or provision of this Agreement is found by a court of competent |
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jurisdiction to be illegal or unenforceable, the validity or enforceability |
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of the remainder of this Agreement shall not be affected if the illegal or |
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unenforceable provision does not materially affect the intent of this |
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Agreement. If the illegal or unenforceable provision materially affects the |
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intent of the parties to this Agreement, this Agreement shall become |
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terminated. |
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7.5. Equitable Relief. Licensee hereby acknowledges that its breach of this |
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Agreement would cause irreparable harm and significant injury to Broadcom |
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that may be difficult to ascertain and that a remedy at law would be |
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inadequate. Accordingly, Licensee agrees that Broadcom shall have the right |
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to seek and obtain immediate injunctive relief to enforce obligations under |
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the Agreement in addition to any other rights and remedies it may have. |
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7.6. Waiver. The waiver of, or failure to enforce, any breach or default |
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hereunder shall not constitute the waiver of any other or subsequent breach |
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or default. |
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7.7. Entire Agreement. This Agreement sets forth the entire Agreement |
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between the parties and supersedes any and all prior proposals, agreements |
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and representations between them, whether written or oral concerning the |
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Software. This Agreement may be changed only by mutual agreement of the |
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parties in writing.
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