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SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the "Agreement") is entered into as of August 10, 2017 (the
"Effictive Date"), by and between AMLOGIC (CA) CO., INC., with principal office at 2518
Mission College Blvd., Suite 120, Santa Clara, CA 95054, USA ("Amlogic"), with a place of business
at 1600 Amphitheatre Parkway, Mountain View, California 94043, USA ("Licensee"). The parties
agree as follows:
1. DEFINITIONS.
1.1 "Authorized Location" shall mean the location set forth in the applicable
Software Description Form in the form attached hereto as Exhibit A, or if none is listed, then the
address for Licensee set forth above.
1.2 "Authorized Licensee Product" means the specific product listed in the
applicable Software Description Form, or if none is listed, then any system level product sold by
Licensee that incorporates the Amlogic Product and the Software or Derivative Work and
includes other hardware and software provided by Licensee.
1.3 "Amlogic Product" means any of the proprietary integrated circuit
product(s) sold by Amlogic with which the Software was designed to be used.
1.4 "Derivative Work" means any discrete modification to the Software made
by Licensee pursuant to this agreement and any modified, altered, enhanced or adapted version
of the Software, or derivative work thereof (as that term is defined under United States copyright
law) based on the Software.
1.5 "End User Agreement" means a written, legally enforceable agreement
that (i) stipulates that the Software is licensed, not sold, and that title to and ownership of the
Software and any portion thereof remain with Amlogic or its licensors; (ii) disclaims all express
and implied warranties on behalf of Amlogic, and exclude liability of Amlogic and its licensors
for any special, indirect, exemplary, incidental or consequential damages; and (iii) prohibits the
end user from (a) copying the Software, except as reasonably necessary for internal back-up
purposes, (b) using andlor transferring the Software to any third party apart from a Authorized
Licensee Product, (c) modifying the Software, (d) attempting to reverse engineer, decompile or
disassemble any portion of the Software, or (e) exporting the Software or any underlying
technology in contravention of any applicable U.S. or foreign export laws and regulations.
1.6 "Object Code" means those portions of the Software, if any, furnished to
Licensee in object code or machine readable form, including, without limitation, any bit images
or other binary files for FPGAs.
1.7 "Software" shall mean that software provided by Amlogic to Licensee
from time to time and which is described in a Software Description Form executed by the parties
that references this Agreement.
1.8 "Source Code" means those portions ofthe Software, if any, furnished to
Licensee in source code or human readable form, including, without limitation, any Verilog,
HTL or RTL code.
2. LICENSEE GRANT; OWNERSHIP.
2.1 License Grants. Subject to the terms and conditions of this Agreement,
Amlogic hereby grants to Licensee, under all of Amlogic' s intellectual property rights in and to
the Software, a limited, non-exclusive, non-transferable, royalty-free license (i) to use, modify
and create Derivative Works from the Source Code, and to use the Object Code, without right to
sublicense, solely at the Authorized Location, solely for the purpose of incorporating the
Software or Derivative Works in Authorized Licensee Products for use solely with the Amlogic
Product, and only if in compliance with Section 2.2 below; and (ii) to reproduce, distribute and
sublicense, in object code form only, copies ofthe Software or Derivative Works only to be
incorporated in Authorized Licensee Products for use solely with the Amlogic Product to
resellers, distributors and end users of such Authorized Licensee Products, and only if in
compliance with Section 2.3 below.
2.2 Restriction on Modification. If and to the extent that the Software is
designed to be compliant with any published standard (including, without limitation, DOCSIS,
HomePNA, IEEE, and ITU standards), Licensee may not make any modifications to the
Software that would cause the Software or the accompanying Amlogic Products to be
incompatible with such standard.
2.3 Restriction on Distribution. Licensee shall only distribute the Software
or Derivative Works to resellers, distributors and end users either (a) physically embedded in the
Authorized Licensee Products in a manner that is not readily accessible to end users; or
(b) pursuant to an End User Agreement. By way of example only, an End User Agreement shall
be required to distribute the Software or Derivative Works on a CD-ROM, floppy disk, or by
electronic transmission.
2.4 Proprietary Notices. Licensee shall not remove, efface or obscure any
copyright or trademark notices from the Software or Derivative Work. Licensee shall include
reproductions of the Amlogic copyright notice with each copy of the Software and any
Derivative Work, except where such Software is embedded in a manner not readily accessible to
the end user. Licensee acknowledges that any symbols, trademarks, tradenames, and service
marks adopted by Amlogic to identify the Software or otherwise, belong to Amlogic and that
Licensee shall have no rights therein.
2.5 Ownership. Amlogic shall retain all right, title and interest, including all
intellectual property rights, in and to the Software. Licensee hereby irrevocably assigns and
agrees to assign to Amlogic all right, title and interest in and to the Derivative Works. Licensee
agrees to perform all acts deemed reasonably necessary or desirable by Amlogic to permit and
assist Amlogic, at Amlogic's expense, to obtain and enforce the full benefits throughout the
world of Licensee's assignment of all right, title and interest in the Derivative Works to the
Software and all related intellectual property rights to Amlogic, including but not limited to
execution of documents and assistance or cooperation in the registration and enforcement of any
such intellectual property rights throughout the world. If Amlogic is unable for any reason
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whatsoever to secure Licensee's signature to any document Licensee is required to execute
pursuant to the foregoing, Licensee hereby irrevocably designates and appoints Amlogic and its
duly authorized officers and agents, as their agents and attorneys-in-fact to act for and in its
behalf and instead of Licensee, to execute and file any such document and to do all other
lawfully permitted acts to further the purposes of the foregoing with the same legal force and
effect as if executed by Licensee. The foregoing is deemed a power coupled with an interest and
is irrevocable. Notwithstanding the foregoing or any other provision of this Agreement, nothing
contained herein shall be construed as granting Amlogic any right, title or interest in or to any of
Licensee's intellectual property or Confidential Information.
2.6 Third Party Software. The Software is distributed to Licensee in
aggregation with various third party software ("Open Source Software"). The Open Source
Software is distributed to Licensee under the terms ofvarious "open source tl license agreements
which are incorporated herein by reference. Please review
http://openlinux.amlogic.com/wikilindex.php/AlTI1/Android/3.0Third­
Party Libraries and Open Source License Agreements for these notices and requirements.
Licensee agrees to comply with terms and conditions contained in all such Open Source
Software licenses with respect to the applicable Open Source Software.
2.7 No Other Rights Granted. Apart from the license rights expressly set
forth in this Agreement, Amlogic does not grant and Licensee does not receive any ownership
right, title or interest nor any security interest or other interest in any intellectual property rights
relating to the Software, nor in any copy of any part of the foregoing. Licensee shall not use,
license, sell or otherwise distribute the Software or any Derivative Work except as provided in
this Agreement, and shall not, directly or indirectly, reverse engineer, decompile or disassemble
any portion of the Object Code (or attempt to do so).
2.8 Fees. In consideration of the licenses granted hereunder, Licensee shall
pay to Amlogic the fees according to the terms set forth on the Software Description Form, if
applicable. If the Software Description Form does not include payment terms, all payments
under this Agreement shall be made within thirty (30) days of the invoice date. Licensee shall
pay any taxes, duties or charges of any kind (including any sales, withholding or value added
taxes) imposed by any federal, state or local governmental entity for products or services
provided under this Agreement excluding only taxes based solely on Amlogic's net income. If all
or any part of any payment owed to Amlogic under this Agreement is withheld, based upon a
claim that such withholding is required pursuant to the tax laws of any country or its political
subdivisions andlor any tax treaty between the U.S. and any such country, such payment shall be
increased by the amount necessary to result in a net payment to Amlogic of the amounts
otherwise payable under this Agreement. Any amounts due under this Agreement which are not
paid within thirty (30) calendar days of their due date shall be subject to a late payment charge of
the lower of: (i) one and one half percent (1.5%) per month (and shall thereafter bear interest at a
rate of eighteen percent (18%) per annum until paid); and (ii) the highest interest rate permitted
by applicable law. Each party is responsible for its own expenses under this Agreement. All
fees payable under this Agreement are non-refundable.
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3. NO WARRANTY OR SUPPORT.
3.1 No Warranty. THE SOFTWARE IS PROVIDED "AS IS," AND WITH
ALL FAULTS. AMLOGIC PROVIDESNO WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, BY STATUTE, COMMUNICATION, COURSE OF DEALING OR
CONDUCT WITH LICENSEE, OR OTHERWISE. AMLOGIC SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FORA SPECIFIC
PURPOSE OR NONINFRINGEMENT CONCERNING THE SOFTWARE OR ANY
UPGRADES TO OR DOCUMENTATION FOR THE SOFTWARE. WITHOUT
LIMITATION OF THE ABOVE, AMLOGIC GRANTS NO WARRANTY THAT THE
SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND
GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS THEREFROM
INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR
RELIABILITY.
3.2 No Support. Nothing in this Agreement shall obligate Amlogic to
provide any support for the Software. Amlogic may, but shall be under no obligation to, correct
any defects in the Software and/or provide updates to licensees of the Software. Licensee shall
make reasonable efforts to promptly report to Amlogic any defects it finds in the Software, as an
aid to creating improved revisions of the Software.
3.3 End User Support. Licensee shall, at its own expense, be solely
responsible for providing technical support and training to its customers for Authorized Licensee
Products, and Amlogic shall have no obligation with respect thereto. Licensee shall be solely
responsible for, and Amlogic shall have no obligation to honor, any warranties that Licensee
provides to its customers or to end users with respect to the Software or Derivative Works.
Licensee shall defend any claim against Amlogic arising in connection with any such warranties,
express, implied, statutory, or otherwise, and shall pay any settlements or damages awarded
against Amlogic that are based on any such warranties.
4. TERM AND TERMINATION.
4.1 Term and Termination. This Agreement shall become effective on the
date first set forth above and shall remain in effect perpetually unless terminated as provided
below. If Licensee defaults in a material obligation under this Agreement, and if the default is
curable, also fails to cure such default thirty (30) days after written notice of such default,
Amlogic may immediately terminate and cancel this Agreement and the licenses granted
hereunder upon written notice to Licensee. Licensee may terminate this Agreement at any time
upon written notice to Amlogic and fulfillment of its obligations under Section 4.2 herein.
4.2 Effect of Termination. Upon any termination of this Agreement, the
rights and licenses granted to Licensee under this Agreement shall immediately terminate;
provided, however, that sublicenses of the Software or Derivative Works in Object Code format,
to the extent validly granted to end users pursuant to Section 2.1(ii) prior to termination of this
Agreement, shall survive such termination subject to compliance with the obligations set forth
herein. Upon termination, Licensee shall ship to Amlogic, within thirty (30) days, all tangible
items in its possession or control which are proprietary to Amlogic; and Licensee shall destroy or
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return to Amlogic, at Amlogic's option, all copies of the Software and Derivative Works
(including, without limitation, Source Code) in its possession or control.
4.3 Survival. The provisions of Sections 1,2.2,2.3,2.4,2.5,2.6,2.7,3,4,5,
6 and 7 shall survive the termination of this Agreement.
S. CONFIDENTIALITY.
5.1 Existing NDA (if Applicable). If Amlogic and Licensee already have put
in place a non-disclosure agreement that would protect communications made under this
Agreement (the "NDA"), then all such communications shall be subject to the terms and
conditions of such NDA, which the parties acknowledge is in full force and effect. The parties
agree that the Software, Object Code, Source and any accompanying documentation will be
considered Confidential Information under the NDA. In the event of a conflict between the
terms of this Agreement and the terms of the NDA, the terms of this Agreement will prevail.
5.2 Obligations if No NDA Exists. If no NDA exists, then the following
terms shall apply: Licensee acknowledges and agrees that the Software, Object Code, Source
Code, any accompanying documentation, and any other information (if such other information is
identified as confidential or should be recognized as confidential under the circumstances)
provided to Licensee by Amlogic hereunder (collectively, "Confidential Information") constitute
the confidential and proprietary information of Amlogic, and that Licensee's protection thereof is
an essential condition to Licensee's use and possession of the Confidential Information.
Licensee shall retain all Confidential Information in strict confidence and not disclose it to any
third party or use it in any way except as permitted by this Agreement without Amlogic's express
written consent. Licensee will exercise at least the same amount of diligence in preserving the
secrecy of the Confidential Information as it uses in preserving the secrecy ofits own most
valuable confidential information, but in no event less than reasonable diligence. The
prohibitions contained in this Section 5.2 preclude dissemination of Confidential Information to
Licensee's subsidiaries, affiliates, contractors or subcontractors, except in the event of a
permitted assignment pursuant to Section 7.1. Information shall not be considered Confidential
Information if and to the extent that it: (i) was in the public domain at the time it was disclosed
or has entered the public domain through no fault of Licensee; (ii) was known to Licensee,
without restriction, at the time of disclosure as proven by the files of Licensee in existence at the
time of disclosure; or (iii) becomes known to Licensee, without restriction, from a source other
than Amlogic without breach of this Agreement by Licensee and otherwise not in violation of
Amlogic's rights. Because of the unique and valuable nature of the Confidential Information,
Licensee acknowledges and agrees that Amlogic will suffer irreparable harm in the event that the
Licensee fails to comply with any of its obligations herein and that monetary damages will be
inadequate to compensate Amlogic for such breach. Accordingly, Amlogic and Licensee agree
that Amlogic will, in addition to any other remedies available at law or in equity, be entitled to
obtain injunctive relief to enforce the terms of this Agreement.
5.3 Source Code Protection. Licensee shall not under any circumstances
copy, duplicate or otherwise reproduce the Source Code in any manner except as provided
herein. Licensee is granted the right to make one (1) archival or backup copy ofthe Source
Code, which shall be marked as an archival copy and as the confidential and proprietary property
of Amlogic to which access is restricted. Licensee agrees to inform all employees and
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contractors who are given access by Licensee to the Software, including the Source Code, the
Object Code, or any accompanying documentation, that such materials are confidential and trade
secrets of Amlogic licensed to Licensee as such.
6. LIMITATION OF LIABILITY.
EXCEPT FOR A BREACH BY LICENSEE OF SECTION 2 (LICENSE GRANT;
OWNERSHIP) OR A BREACH BY EITHER PARTY OF SECTION 5 (CONFIDENTIALITY),
IN NO EVENT SHALL LICENSEE, AMLOGIC OR ANY OF AMLOGIC'S LICENSORS
HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHER WISE, ARISING OUT OF THIS AGREEMENT, INCLUDING
BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
IN NO EVENT SHALL AMLOGIC BE LIABLE FOR ANY AMOUNT EXCEEDING THE
GREATER OF ONE HUNDRED DOLLARS AND THE AMOUNTS PAID BY CUSTOMER
TO AMLOGIC HEREUNDER.
7. MISCELLANEOUS.
7.1 Assignment. This Agreement shall be binding upon and inure to the
benefit ofthe parties and their respective successors and assigns, provided, however that
Licensee may not assign this Agreement or any rights or obligation hereunder, directly or
indirectly, by operation of law or otherwise, without the prior written consent ofAmlogic, and
any such attempted assignment shall be void. Notwithstanding the foregoing, Licensee may
assign this Agreement to a successor to all or substantially all of its business or assets to which
this Agreement relates that is not a competitor of Amlogic.
7.2 Notices. All notices between the parties shall be in writing and shall be
deemed to have been given if personally delivered or sent by certified mail (return receipt
requested), or telecopy, to the other party's legal department at the address set forth in this
Agreement, and for Amlogic to Attn: Legal Department, Amlogic, Inc. 2518 Mission College
Blvd, Suite 120, Santa Clara CA, 95054, USA and such other address as is provided by notice as
set forth herein. Notices shall be deemed effective upon receipt if personally delivered, three (3)
business days after it was sent if by certified mail, or one (1) business day after it was sent if by
telecopier.
7.3 Governing Law; Venue. This Agreement shall be governed by the laws
of California without regard to any conflict-of-Iaws rules, and the United Nations Convention on
Contracts for the International Sale of Goods is hereby excluded. The sole jurisdiction and
venue for actions related to the subject matter hereof shall be the state and federal courts located
in the County of Santa Clara, California, and both parties hereby consent to such jurisdiction and
venue.
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7.4 Severability. All terms and provisions ofthis Agreement shall, if
possible, be construed in a manner which makes them valid, but in the event any term or
provision of this Agreement is found by a court of competent jurisdiction to be illegal or
unenforceable, the validity or enforceability of the remainder of this Agreement shall not be
affected if the illegal or unenforceable provision does not materially affect the intent ofthis
Agreement. If the illegal or unenforceable provision materially affects the intent of the parties to
this Agreement, this Agreement shall become terminated.
7.5 Equitable Relief. Licensee hereby acknowledges that its breach of this
Agreement would cause irreparable harm and significant injury to Amlogic that may be difficult
to ascertain and that a remedy at law would be inadequate. Accordingly, Licensee agrees that
Amlogic shall have the right to seek and obtain immediate injunctive relief to enforce obligations
under the Agreement in addition to any other rights and remedies it may have.
7.6 Export Regulations. Licensee agrees and warrants that it shall comply, at
its own expense, with the U.S. Foreign Corrupt Practices Act and all export laws, restrictions,
national security controls and regulations of the United States and any applicable foreign agency
or authority. Licensee shall not export or re-export, or authorize the export or re-export of the
Software or any other product, technology, or information that Licensee obtains or learns
hereunder, or any copy or direct product thereof, in violation of any of such laws, restrictions, or
regulations or without any license or approval required thereunder. Any and all obligations of
Amlogic to provide Software or any media in which the Software is contained shall be subject in
all respects to such laws, restrictions, and regulations.
7.7 Waiver. The waiver of, or failure to enforce, any breach or default
hereunder shall not constitute the waiver of any other or subsequent breach or default.
7.8 Entire Agreement. This Agreement, along with any associated Software
Description Forms, sets forth the entire Agreement between the parties and supersedes any and
all prior proposals, agreements and representations between them, whether written or oral. This
Agreement may be changed only by mutual agreement of the parties in writing. In the event of
a conflict between the terms of this Agreement and the terms of a Software Description Form,
the term of the Software Description Form will prevail.