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diff --git a/licenses/Avago b/licenses/Avago new file mode 100644 index 000000000000..f14dd3d74589 --- /dev/null +++ b/licenses/Avago @@ -0,0 +1,662 @@ +IMPORTANT - READ CAREFULLY: This Software License Agreement ("Agreement") +is a legal agreement between Licensee (either an individual or a single +entity), (“Licensee”) and Avago Technologies General IP (Singapore) Pte. +Ltd., ("Broadcom") for the Licensed Code, (hereinafter defined). + +By installing, copying, or otherwise using the Licensed Code (hereinafter +defined), Licensee agrees to be bound by the terms of this Agreement. If +Licensee does not agree to the terms of this Agreement, Licensee may not +install, copy or use the Licensed Code. The Licensed Code is licensed, not +sold. + +NOW THEREFORE, in consideration of the foregoing and the mutual promises +and covenants contained in this Agreement the parties hereby agree as +follows: + +1. Definitions + +1.1. "Authorized Use for Source Code" means use of the Source Code solely + for the purpose of internally developing, modifying, integrating and + testing Licensee's Products to interface with Broadcom Devices + authorized for such integration, and for no other use or purpose. + +1.2. "Authorized Use for Binary Code" means use of the Binary Code solely + for the purpose of internal evaluation or developing, integrating, + testing and use of Licensee's Products to interface with Broadcom + Devices and for no other application, use or purpose. + +1.3. "Authorized Use for Internal Code" means use of the Internal Use Code + solely for the purpose of internally developing, modifying, + integrating and testing Licensee's Products to interface with Broadcom + Devices authorized for such integration, and for no other use or + purpose. + +1.4. "Documentation" means explanatory and informational materials or + documentation concerning the Licensed Code, in printed or electronic + format, including without limitation, manuals, descriptions, user and/ + or installation instructions, diagrams, printouts, listings, + flowcharts, and training materials, contained on visual media such as + paper or photographic film, or on other physical storage media in + machine-readable form. Documentation does not include any code. + +1.5. "Licensed Code" means collectively all the software programs which are + owned or distributed by Broadcom and obtained by Licensee via download + from the Broadcom support web-pages through acceptance of this + Agreement. The Licensed Code is specifically referenced individually + in this Agreement as Source Code, Binary Code, or Internal Use Code. + +1.6. "Licensee Products" means the hardware and software (and related + Licensee documentation) that will be developed or modified by or for + Licensee utilizing the Licensed Code for the purpose of interfacing or + being used with Broadcom Devices. + +1.7. "Updates" means maintenance releases, bug fixes, errata or other + corrections, and minor improvements or modifications to the Licensed + Code which may be provided by Broadcom to Licensee from time to time + at Broadcom's sole discretion. Broadcom is under no obligation to + provide Updates or provide support and maintenance services to + Licensee or Licensee Subsequent Users. + +1.8. "New Version" means significant changes, modifications, enhancements, + and/or functional improvements to the Licensed Code. New Versions are + made and generally distributed solely at the discretion of Broadcom. + Licensee must use the latest New Version of Licensed Code that is + available. Broadcom is under no obligation to port any development + work from one version to the latest New Version of Licensed Code. + +1.9. "Broadcom Devices" means those Broadcom products intended for use with + the Licensed Code and purchased from Broadcom or its agents. + +1.10. "Derivative Works" means: (a) for copyrightable or copyrighted + material, any translation (including translation into other computer + languages), port, modification, correction, addition, extension, + upgrade, improvement, compilation, abridgment or other form in which + an existing work may be recast, transformed or adapted; (b) for + patentable or patented material, any improvement thereon; and (c) for + material which is protected by trade secret, any new material derived + from such existing trade secret material, including new material + which may be protected by copyright, patent and/or trade secret. + +1.11. "Intellectual Property Rights" means (by whatever name or term known + or designated) copyrights, trade secrets, patents, moral rights and + any other intellectual and industrial property and proprietary rights + (excluding trademarks) including registrations, applications, + renewals and extensions of such rights anywhere in the world. + +1.12. "Binary Code" means the software programs provided for distribution + at the Broadcom support web-pages, in binary form, any other machine + readable materials, including, but not limited to, libraries, source + files, header files, and data files, any Updates and New Versions + provided by Broadcom. + +1.13. "Source Code" means the software programs provided for distribution + at the Broadcom support web-pages, in source form including, but not + limited to, libraries, source files, header files, and data files, + and Updates and New Versions provided by Broadcom. + +1.14. "Internal Use Code" means the software programs provided for + distribution at the Broadcom support web-pages, in source code or + object code format including, but not limited to, libraries, source + files, header files, and data files, and Updates and New Versions + provided by Broadcom that are only for Licensee's internal use. + +1.15. "JRE Code" mean Oracle Corporation's JAVA SE Runtime Environment + Code. + +1.16. "Subsequent User" means any user subsequent to Licensee, including + but not limited to, all Licensee customers, resellers, end users, and + OEMs. + +1.17 "Taxes" shall mean all taxes, levies, imposts, duties, fines or other + charges of whatsoever nature however imposed by any country or any + subdivision or authority thereof in any way connected with this + Agreement or any instrument or agreement required hereunder, and all + interest, penalties or similar liabilities with respect thereto, + except such taxes as are imposed on or measured by a party's net + income or property. + + +2. Grant of Rights + +2.1 Binary Code. Subject to the terms of this Agreement, Broadcom grants to + Licensee a non-exclusive, world-wide, revocable (for breach in + accordance with Section 7), non-transferable limited license, without + the right to sublicense except as expressly provided herein, solely to: + +(a) Use the Binary Code and related Documentation solely for the Authorized + Use for Binary Code and only with Broadcom Devices + +(b) Make copies of the Binary Code and related Documentation to support the + Authorized Use for Binary Code and for archival and backup purposes in + support of the Authorized Use for Binary Code only with Broadcom + Devices; + +(c) Distribute the Binary Code as incorporated in Licensee's Products or + for use with Broadcom Devices to its Subsequent Users; + +(d) Distribute the Documentation related to Binary Code only for use with + Broadcom Devices; + +(e) Sublicense the rights provided in paragraphs (a) and (b) above in + accordance with the terms provided in this Agreement to contract + manufacturers ("CMs") and/or original design manufacturers ("ODMs"), + in each case meeting the requirements of Section 3.1(d) below for the + purpose of manufacturing Licensee's Products; and (f) Sublicense the + rights provided in paragraphs (b) and (c) in accordance with the terms + provided in this Agreement to Subsequent Users who are not end users + for the purpose of distributing and supporting Licensee's Product. + +2.2 Source Code. Subject to the terms of this Agreement, Broadcom grants to + Licensee a non-exclusive, worldwide, revocable (for breach in + accordance with Section 7), non-transferable limited license, without + the right to sublicense except as expressly provided herein, solely to: + +(a) Use the Source Code and related Documentation solely for the Authorized + Use for Source Code and only with Broadcom Devices; + +(b) Make copies of the Source Code and related Explanatory Material to + support the Authorized Use for Source Code only and for archival and + backup purposes in support of the Authorized use for Source Code only + with Broadcom Devices; + +(c) Modify and prepare Derivative Works of the Source Code for the + Authorized Use for Source Code and only for use with Broadcom Devices; + +(d) Distribute the binary form only of any authorized Derivative Work of + the Source Code ("Licensee Binary Derivative") and necessary portions + of the related Documentation only for use with Broadcom Devices; and + +(e) Sublicense the rights granted in paragraph (d) above in accordance with + the terms provided in this Agreement to Subsequent Users who are not + end users for the purpose of distributing and supporting Licensee's + Product. + +2.3 Internal Use Code. Subject to the terms of this Agreement, Broadcom + grants to Licensee a non-exclusive, worldwide, revocable (for breach in + accordance with Section 7), non-transferable limited license, without + the right to sublicense or distribute, solely to: + +(a) Use the Internal Use Code and related Documentation solely for the + Authorized Use for Internal Code and only with Broadcom Devices; and + +(b) Make copies of the Internal Use Code and related Documentation to + support the Authorized Use for Internal Code only and for archival and + backup purposes in support of the Authorized use for Internal Code only + with Broadcom Devices. + +2.4 Without limiting Section 4, Licensee may exercise the foregoing rights + directly and/or indirectly through its employees and contractors, who + are bound by terms at least as restrictive as this Agreement. + + +3. License Restrictions + +3.1. Binary Code. The Licenses granted in Section 2.1 for Binary Code and + related Documentation are subject to the following restrictions: + +(a) Licensee shall not use the Binary Code and related Documentation for + any purpose other than as expressly provided in Article 2; + +(b) Licensee shall reproduce all copyright notices and other proprietary + markings or legends contained within or on the Binary Code and related + Documentation on any copies it makes; and + +(c) Licensee shall not distribute or disclose the Binary Code and related + Documentation except pursuant to an agreement with terms at least as + protective of the Binary Code as the terms of this Agreement. Licensee + shall not, and shall not allow its Subsequent Users to, disassemble, + de-compile, or reverse engineer the Binary Code. + +(d) Licensee may grant the sublicense set forth in Section 2.1(e) to its + CMs and ODMs, provided that each such CM and ODM agrees to abide by the + terms and conditions of this Agreement and Licensee shall remain + responsible for any failure by its CMs and ODM to comply with the terms + and conditions of this Agreement. + +3.2. Source Code. The Licenses granted in Section 2.2 for Source Code and + related Documentation are subject to the following restrictions: + +(a) Licensee shall not use the Source Code and related Documentation for + any purpose other than as expressly provided in Article 2; + +(b) Licensee shall reproduce all copyright notices and other proprietary + markings or legends contained within or on the Source Code and related + Documentation on any copies it makes; + +(c) Licensee shall not distribute or disclose any Source Code and related + Documentation to any Subsequent Users or third parties, without the + express written consent of Broadcom; + +(d) Licensee shall not knowingly infringe upon the intellectual property + rights of any third party when making Derivative Works to the Source + Code; + +(e) Licensee shall not disassemble, reverse-engineer, or decompile the + Source Code, except for making authorized Derivative Works; and + +(f) Licensee shall not distribute or disclose the Licensee Binary + Derivative except pursuant to an agreement with terms at least as + protective as those in this Agreement protecting Binary Code. Licensee + shall not, and shall not allow its Subsequent Users to, disassemble, + de-compile, or reverse engineer the Licensee Binary Derivative. + +3.3. Internal Use Code. The Licenses granted in Section 2.3 for Internal + Use Code and related Documentation are subject to the following + restrictions: + +(a) Licensee shall not use the Internal Use Code and related Documentation + for any purpose other than as expressly provided in Article 2; + +(b) Licensee shall reproduce all copyright notices and other proprietary + markings or legends contained within or on the Internal Use Code and + related Documentation on any copies it makes; + +(c) Licensee shall not distribute or disclose any Internal Use Code and + related Documentation to any Subsequent Users or third parties, without + the express written consent of Broadcom; and + +(d) Licensee shall not disassemble, reverse-engineer, or decompile the + Internal Use Code. + +3.4. Derivative Works of Source Code Made by Licensee. Subject to + Broadcom's rights in the underlying Source Code, Licensee shall own + all right, title and interest in and to the Derivative Works (both + binary and source format) it makes from Source Code, provided that + such Derivative Works are not made in breach of this Agreement. + Licensee shall not be required to disclose its Derivative Works of the + Source Code to Broadcom. Broadcom shall have no obligations whatsoever + to support, maintain, contribute to, or provide Updates, New Versions + or any modifications to Licensee Derivative Works of the Source Code + and shall have no liability whatsoever for such Derivative Works. In + the event Licensee requests Broadcom's input regarding Licensee + Derivative Works of Source Code and plans to disclose such Derivative + Works to Broadcom, a separate written agreement shall first be + executed by the parties. + +3.5. Broadcom Derivative Works. Nothing contained herein shall prevent + Broadcom from creating any Derivative Works of its Source Code at any + time. Licensee further agrees that Broadcom may independently create a + Derivative Work similar to or in competition with the Licensee + Derivative Work of the Source Code and may use that Derivative Work + for any purpose. Licensee grants Broadcom a Covenant Not to Sue for + any independently developed Derivative Works created by Broadcom for + its own Source Code that Licensee may believe or claim infringes on + any of Licensee's Intellectual Property Rights relating to the + Licensee Derivative Works of the Source Code. + +3.6. U.S. Government Subsequent Users. All Licensed Code and Documentation + qualify as "commercial items," as that term is defined at + 48 C.F.R. 2.101, consisting of "commercial computer software" and + "commercial computer software documentation" as such terms are used in + 48 C.F.R. 12.212. Consistent with 48 CFR 52.227-19, 48 C.F.R.12.212 + and 48 C.F.R. 227.7202-1 through 227.7202-4, Licensee will provide to + U.S. Government end users such Binary Code with only those rights set + forth herein that apply to non-governmental end users. Use of such + Binary Code constitutes agreement by the government entity that the + computer software and computer software documentation is commercial + and constitutes acceptance of the rights and restrictions herein. + +3.7. No Implied Licenses. Except for the express and limited licenses + granted herein for specific purposes, no rights or licenses are + granted by Broadcom under this Agreement, by implication, inducement, + estoppel or otherwise with respect to any proprietary information or + to any patents, copyrights, trade secrets, trademarks, maskworks or + other Intellectual Property Rights owned or controlled by Broadcom. + Any further licenses must be express, in writing and signed by an + authorized representative of Broadcom. + +3.8. Injunctive Relief. In the event of a breach by Licensee of Section 2 + or 3, Broadcom shall be entitled to applicable injunctive relief and + to all remedies available in equity and law to prevent Licensee from + disassembling, de-compiling, reverse engineering, disclosing or using + the Licensed Code in whole or in part. + +3.9. Licensed Code Containing JRE. Certain Licensed Code may contain JRE. + Use of the JRE is restricted by JRE licensing terms to General Purpose + Desktop Computers and Servers, as defined below. Licensee may seek its + own license for the JRE directly with the owner, if it deems + necessary. "General Purposes Desktop Computers and Servers" under JRE + licensing terms is defined as "computers, including desktop, laptop + and tablet computers, or servers, used for general computing functions + under end user control (such as but not specifically limited to email, + general purpose Internet browsing and office suite productivity + tools)". The full terms and conditions for use of the JRE are + available at: http://www.oracle.com/technetwork/java/javase/terms/license/index.html. + +3.10. Notwithstanding anything to the contrary in this Agreement, to the + extent there is a conflict between this Agreement provisions and any + applicable license to open source technology, the provisions of the + open source license shall take precedence and be followed, but only + to the minimum extent reasonably necessary to comply with the + applicable open source license. + + +4. Confidentiality + +4.1 Licensee agrees to limit access to the Licensed Code and Documentation + to employees and contractors of Licensee (which may include, without + limitation, contractors retained by Licensee to maintain or modify the + Licensed Code and Documentation on behalf of Licensee) having a need to + access or know the Licensed Code and Documentation and who have + executed nondisclosure agreements with Licensee obligating them to + maintain the confidentiality of the Licensed Code and Documentation. + +4.2 Licensee shall hold in confidence the Licensed Code and Documentation + as Broadcom's confidential information ("Confidential Information") and + shall use the Broadcom Code and Documentation only as expressly + provided in Section 2, and protect the confidentiality of such + Confidential Information with the same degree of care as Licensee uses + to protect its own confidential or proprietary information of great + commercial value, but in no event less than reasonable care and for no + less than three (3) years from the date of disclosure. + +4.3 Licensee agrees to notify Broadcom immediately after Licensee becomes + aware of any suspected misuse or unauthorized disclosure of any + Confidential Information. The obligations of confidentiality imposed on + Licensee under this Section 4 shall not apply or shall cease to apply + to any of such Confidential Information that Licensee clearly + establishes: (i) was already rightfully in the possession of Licensee + at the time of disclosure as evidenced by records of Licensee; (ii) is + or becomes publicly available through no act or omission of Licensee; + (iii) is rightfully received by Licensee from a third party without an + obligation of confidentiality; (iv) is independently developed by + Licensee's employees or contractors without use of or access to the + information; or (v) is approved for unrestricted disclosure in writing + by an authorized representative of Broadcom. Broadcom makes no warranty + as to the accuracy of any Confidential Information, which is furnished + "AS IS" with all faults. + + +5. Ownership of Code by Broadcom, Fees, and Taxes + +5.1 Broadcom (or its licensors) reserve all right, title, ownership and + interest in and to the Licensed Code and Documentation existing prior + to and after the Effective Date of this Agreement, or created or + generated by Broadcom (or its licensors) at any time, subject to any + licenses granted. Broadcom (or its licensors) reserves all right, + title, ownership and interest in and to any Derivative Works it creates + at any time to the Licensed Code and Documentation, subject to any + licenses granted. + +5.2 Fees and Taxes. No fees are due in connection with this Agreement + unless separately specified by Broadcom. If any such fees are + separately specified in writing, the following applies: + +5.2.1 Payment is due by Licensee upon download, at time of purchase, or no + later than within thirty (30) days of date of Broadcom invoice + therefore, as designated by Broadcom All payments shall be made in + U.S. currency unless otherwise agreed. If at any time, Licensee is + delinquent in the payment of any invoice, or is otherwise in breach + of this Agreement, Broadcom may, at its discretion, and without + prejudice to its other rights, withhold delivery (including partial + delivery) of any order or may, at its option, require Licensee to + prepay for further deliveries. Any sum not paid by Licensee, when + due, shall bear interest until paid at a rate of 1.5% per month + (18% per annum) or the maximum rate permitted by law, whichever is + less. + +5.2.2 All payments or reimbursements due under this Agreement and any + instrument or agreement required hereunder shall be made free and + clear and without deduction for any and all present and future Taxes. + Payments due to Broadcom under this Agreement and any instrument or + agreement required hereunder shall be increased so that amounts + received by Broadcom, after provisions for Taxes and all Taxes on + such increase, will be equal to the amounts required under this + Agreement and any instrument or agreement required hereunder if no + Taxes were due on such payments. + +5.2.3 The Licensee shall indemnify Broadcom for the full amount of Taxes + attributable to the provision of products or services under this + Agreement, and any liabilities (including penalties, interest and + expenses) arising from such Taxes, within thirty (30) days from any + written demand by Broadcom. The Licensee shall provide evidence that + all applicable Taxes have been paid to the appropriate taxing + authority by delivering to Broadcom receipts or notarized copies + thereof within thirty (30) days after the due date for such tax + payments. + +5.2.4 Without prejudice to the survival of any other Agreement of Licensee + hereunder, the obligations of Licensee contained in this section + shall survive the payment in full of all payments hereunder. + + +6. Support + +(a) Broadcom may provide the following support services for the Licensed + Code to the extent Broadcom deems reasonable: Updates if and when + released and errata in Broadcom's sole discretion. Broadcom shall not + be responsible for any other support or maintenance of Licensed Code to + Licensee or its Subsequent Users, unless otherwise agreed to in + writing. Broadcom is under no obligation to provide support services + and may discontinue support services at any time. Broadcom will not + provide support for modified Licensed Code or Licensee's Derivative + Works of the Source Code. + +(b) Any Updates to the Licensed Code provided by Broadcom (which shall only + be provided by Broadcom in its sole discretion) shall be governed by + the terms of this Agreement. + +(c) If Licensee finds what Licensee considers an error in the Licensed + Code, Licensee will notify Broadcom so that Broadcom can, in its sole + discretion, make corrections to the Licensed Code or to future + revisions of the Licensed Code. + + +7. Term and Termination + +7.1 Term. The term of this Agreement is five (5) years from the Effective + Date, subject to renewal upon mutual agreement of the parties. + +7.2 Termination for Breach. If Licensee breaches any material provision of + this Agreement, Broadcom shall have the right to terminate this + Agreement, including all licenses granted hereunder, in addition to any + and all other remedies available at law or equity, unless Licensee + cures such breach within sixty (60) days ("Cure Period") after + receiving written notice of the breach by Broadcom. Licensee shall make + best efforts to cure the material breach in the least amount of time + possible within the Cure Period. + +7.3 Insolvency. If either party: (a) becomes substantially insolvent; + (b) makes an assignment for the benefit of creditors; (c) files or has + filed against it a petition in bankruptcy or seeking reorganization; + (d) has a receiver appointed; or (e) institutes any proceedings for + liquidation or winding up or have such proceedings instituted against + it; then the other party may, in addition to other rights and remedies + it may have, terminate this Agreement immediately by written notice. + +7.4 Consequences. Upon termination or expiration of this Agreement for any + reason whatsoever, the licenses, rights, and covenants granted + hereunder and any obligations imposed hereunder shall cease except as + otherwise expressly set forth herein as surviving termination or + expiration. + +7.5 Return of Confidential Information. Upon expiration or termination of + this Agreement for any reason or upon written request by Broadcom, + Licensee agrees to promptly return to Broadcom or, at Broadcom's + request, destroy and certify by an officer of Licensee in writing the + destruction of, all Broadcom Confidential Information furnished to + Licensee, including all Licensed Code and Documentation. + +7.6 Survival of Licenses. Any Licensed Code and Documentation distributed + by Licensee prior to the effective date of any termination, expiration, + breach, or cancellation of this Agreement, shall remain licensed + (including any Licensed Code in inventory, manufactured in, or work in + progress with Licensee products) under the terms of this Agreement. + Licensee may retain an archival copy of portions of the Broadcom + Confidential Information, including Licensed Code and Documentation, + necessary for Licensee to provide ongoing technical support to + Subsequent Users using the Licensed Code ("Archival Materials") after + termination, expiration or cancellation of this Agreement. Such + Archival Materials may not be used for any other purpose without the + written consent from Broadcom. Licensee shall keep such Archival + Materials confidential for an additional five (5) years from the date + of termination, expiration, or cancellation of this Agreement, + regardless of when the Broadcom Confidential Information was disclosed. + +7.7 Survival. In the event of expiration or termination of this Agreement + for any reason, the following sections of this Agreement shall survive: + 1, 3, 4, 5, 7, 8, 9, and 10. Termination will not prejudice either + party to require performance of any obligation due at the time of + termination. All end user licenses in effect and in compliance with the + Agreement prior to effective termination or expiration shall survive + and continue in full force and effect in accordance with their terms + and Licensee may continue to perform its obligations thereunder, + including support obligations. + + +8. Disclaimer of All Warranties + +8.1 THE PARTIES AGREE THAT BROADCOM FURNISHES THE LICENSED CODE AND + DOCUMENTATION TO LICENSEE "AS IS", UNSUPPORTED, WITHOUT WARRANTY OF ANY + KIND. BROADCOM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING + THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR + PURPOSE AND NON-INFRINGEMENT, INCLUDING ANY THAT MAY ARISE FROM A + COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. BROADCOM + SHALL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR + NONCONFORMITY IN THE LICENSED CODE OR DOCUMENTATION. BROADCOM MAKES NO + WARRANTY OR REPRESENTATION THAT THE LICENSED CODE OR DOCUMENTATION WILL + MEET LICENSEE'S REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY + HARDWARE OR SOFTWARE APPLICATION. + +8.2 BROADCOM DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE'S + USE OF THE LICENSED CODE IN ANY MEDICAL, NUCLEAR, AVIATION, NAVIGATION, + MILITARY, OR OTHER HIGH RISK DEVICE OR APPLICATION. LICENSEE REPRESENTS + AND WARRANTS THAT IT WILL NOT USE THE LICENSED CODE IN ANY MEDICAL, + NUCLEAR, AVIATION, NAVIGATION, MILITARY, OR OTHER HIGH RISK DEVICE OR + APPLICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD BROADCOM + HARMLESS AGAINST ANY LOSS, LIABILITY, OR DAMAGE OF ANY KIND THAT + BROADCOM INCURS IN CONNECTION WITH BREACH OF THE WARRANTY IN THIS + SECTION 8.2. + +8.3 BROADCOM DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE'S + CREATION AND USE OF DERIVATIVE WORKS OF THE SOURCE CODE. LICENSEE SHALL + INDEMNIFY, DEFEND, AND HOLD BROADCOM HARMLESS AGAINST ANY LOSS, + LIABILITY, OR DAMAGE OF ANY KIND THAT BROADCOM INCURS IN CONNECTION + WITH LICENSEE'S DERIVATIVE WORKS OF SOURCE CODE. + + +9. Limitation of Liability + +IN NO EVENT SHALL BROADCOM, ITS EMPLOYEES, AFFILIATES OR SUPPLIERS BE +LIABLE FOR ANY LOST PROFITS, REVENUE, SALES OR DATA OR COSTS OF PROCUREMENT +OF SUBSTITUTE GOODS OR SERVICES, INTERRUPTION, LOSS OF BUSINESS INFORMATION +OR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC OR +PUNITIVE DAMAGES, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT, +STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF +THE USE OR INABILITY TO USE THE LICENSED CODE OR DOCUMENTATION, EVEN IF +BROADCOM OR ITS EMPLOYEES, SUPPLIERS OR AFFILIATES ARE ADVISED OF THE +POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE APPLICABLE JURISDICTION +DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT DOES ALLOW +LIABILITY TO BE LIMITED, THE LIABILITY OF BROADCOM, ITS EMPLOYEES, +AFFILIATES, OR SUPPLIERS IN SUCH CASES, SHALL BE LIMITED TO +$100 US DOLLARS. + + +10. General + +10.1 Assignment. Licensee shall not assign this Agreement or any of its + rights or delegate any of its duties under this Agreement without the + prior written consent of Broadcom. Subject to the foregoing, this + Agreement will be binding upon, enforceable by, and inure to the + benefit of the parties and their respective successors and assigns. + Any attempted assignment in violation of this Section 10.1 shall be + null and void. + +10.2 Governing Law. This Agreement shall be construed and interpreted in + accordance with the law of the State of California without reference + to its conflicts of law principles. + +10.3 Exclusive Jurisdiction. All disputes arising out of or related to this + Agreement will be subject to the exclusive jurisdiction and venue of + the California state courts of Santa Clara County, California in + United States District Court for the Northern District of California, + and the parties consent to the personal and exclusive jurisdiction of + these courts. + +10.4 Export Control. Licensee shall follow all export control laws and + regulations relating to the Licensed Code and Documentation. Licensee + hereby acknowledges responsibility for compliance with all applicable + US and local laws and regulations related to import and export and + acknowledges and agrees that the Licensed Code is subject to the U.S. + Export Administration Regulations. Diversion contrary to U.S. law is + prohibited. Licensee agrees that the Licensed Code is being or will be + acquired for, shipped, transferred, or re-exported, directly or + indirectly, to prohibited or embargoed countries, nor be used for any + prohibited end-use, such as nuclear activities, chemical/biological + weapons, or missile projects, unless expressly authorized by the U.S. + Government. Prohibited countries are set forth in the Supplement 1 to + Part 740 of the U.S. Export Administration Regulations. Countries + currently subject to U.S. embargo include: Cuba, Iran, N. Korea, Sudan + and Syria. This list is subject to change without further notice from + Broadcom and Licensee understands that compliance with the list as it + exists in fact, is required. Licensee assumes sole responsibility for + obtaining any/all licenses required for export or re-export. All ECCN + and CCATS numbers and License Exception information are subject to + change without notice. Modification in any way nullifies the + classification. It is therefore Licensee’s obligation as an exporter + to verify such information and comply with the then currently + applicable regulations. Any data provided by Broadcom is for + informational purposes only. Broadcom makes no representation or + warranty as to the accuracy or reliability of any classifications or + numbers. Any use of such classifications or numbers by Licensee is + without recourse to Broadcom and is at Licensee’s own risk. Broadcom + is in no way responsible for any damages, whether direct, indirect, + consequential, incidental or otherwise, suffered by Licensee as a + result of using or relying upon such classifications or numbers for + any purpose whatsoever. Licensee agrees to consult the EAR, the + Bureau of Industry and Security's Export Counseling Division, and + other appropriate sources before distributing, importing, or using + Broadcom products. Licensee may request software classification + information from Broadcom. If requested, Customer agrees to sign + written assurances and other export-related documents as may be + required by Broadcom. + +10.5 Waiver. No failure or delay on the part of either party in the + exercise of any right or privilege hereunder shall operate as a waiver + thereof or of the exercise of any other right or privilege hereunder, + nor shall any single or partial exercise of any such right or + privilege preclude other or further exercise thereof or of any other + right or privilege. + +10.6 Notice. Any notice or claim provided for herein to Broadcom shall be + in writing and addressed as set forth below, and shall be given (i) by + personal delivery, effective upon delivery, or (ii) by first class + mail, postage prepaid, addressed as set forth below, effective one (1) + business day after proper deposit in the mail to Broadcom, 1320 Ridder + Park Drive, San Jose, California 95131, USA; Attn. Legal Department - + Important Legal Notice. + +10.7 Severability. If any term, condition, or provision of this Agreement, + or portion of this Agreement, is found to be invalid, unlawful or + unenforceable to any extent, the parties will endeavor in good faith + to agree to such amendments that will preserve, as far as possible, + the intentions expressed in this Agreement. Such invalid term, + condition or provision will be severed from the remaining terms, + conditions and provisions, which will continue to be valid and + enforceable to the fullest extent permitted by law. + +10.8 Other Rights. Nothing contained in this Agreement shall be construed + as conferring by implication, estoppel, or otherwise upon either party + or any third party any license or other right except, solely as to the + parties hereto, the rights expressly granted hereunder. + +10.9 Integration; Modification. This Agreement embodies the final, complete + and exclusive statement of the terms agreed upon by the parties with + respect to the subject matter hereof and supersedes any prior or + contemporaneous representations, descriptions, courses of dealing, or + agreements in regard to such subject matter. No amendment or + modification of this Agreement shall be valid or binding upon the + parties unless stated in writing and signed by an authorized + representative of each party. + +10.10 Publicity. All publicity concerning this transaction referring to the + other party shall require the other party's prior written approval + which shall not be unreasonably withheld. + +10.11 Relationship of the Parties. The relationship of the parties hereto + is that of independent contractors. Neither party, nor its agents or + employees, shall be deemed to be the agent, employee, joint venture + partner, partner or fiduciary of the other party. Neither party shall + have the right to bind the other party, transact any business on + behalf of or in the name of the other party, or incur any liability + for or on behalf of the other party. |