Topaz License Agreement
for the Windows CE/Windows Embedded Compact Images and the Topaz Binary and Source Board Support Package.
IMPORTANT. Read the following GuruCE Software License Agreement ("Agreement") completely. By downloading or using the Topaz Windows CE/Windows Embedded Compact images or Topaz Binary or Source Board Support Package (“BSP”), you indicate that you accept the terms and conditions of this Agreement.
GURUCE WINDOWS CE/Windows Embedded Compact IMAGES AND BSP LICENSE AGREEMENT
This is a non-exclusive, non-transferrable legal agreement between you, as a single entity or you as an authorized representative of your employer, and GuruCE. It concerns your rights to use the Binary and/or Source Board Support Package (“BSP”) and the Windows Embedded CE images.
The BSP consists of the following source code components which are based on Microsoft’s Windows CE/Windows Embedded Compact Platform Builder code (1) OEM abstraction layer, (2) boot loader, (3) device drivers and (4) documentation (Underlying Software) as well as modifications, enhancements and bugfixes made by GuruCE, in source code or binary format, to the Underlying Software in order to support the Topaz i.MX25 development kit and CPU module (“GuruCE Modifications”).
GuruCE provides sample downloadable evaluation Windows Embedded CE images (NK.bin, EBOOT.bin, XLDR_NAND.bin) licensed under the Microsoft Windows Embedded Kitting Program for customers to evaluate and demonstrate the Windows Embedded CE operating system on the Topaz i.MX25 Development Kit and CPU Module. The Windows CE/Windows Embedded Compact images provided by GuruCE can under no circumstances be used in commercially released products.
GuruCE’s Windows CE/Windows Embedded Compact Binary and Source BSP include peripheral drivers, the OAL (OEM Adaptation Layer), and a build environment to build and deploy a Windows Embedded CE operating system on a hardware platform utilizing the Topaz i.MX25 CPU Module. You are not allowed to use any part of the Windows CE/Windows Embedded Compact Binary or Source BSP to run Windows CE/Windows Embedded Compact on a hardware platform not utilizing the Topaz i.MX25 CPU Module.
This license grants you the right to use the BSP for a single design. For every subsequent design you’ll need to contact GuruCE and sign or agree to this license again.
In consideration for GuruCE allowing you to access the BSP, you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, do not download or in any other way use the BSP. If you change your mind later, stop using the BSP and delete all copies of the BSP or parts of the BSP in your possession or control. Any copies of the BSP that you have already distributed, where permitted, do not need to be destroyed and will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement
LICENSE GRANT TO THE GURUCE MODIFICATIONS. GuruCE grants to you the non-exclusive, non-transferable right, exclusively for activities which support products which incorporate the Topaz i.MX25 CPU Module (1) to use the GuruCE Modifications internally (2) and to reproduce the GuruCE Modifications (3) to prepare derivative works of the GuruCE Modifications (4), to distribute and sublicense to others the right to use the object code version of the GuruCE Modifications and derivative works thereof (5), per design (6).
If you are a systems integrator who is engaged in development activities under a contract no less restrictive than this Agreement, with OEM(s) who are engaged in the design, manufacture and marketing of a device or devices which incorporate the Topaz i.MX25 CPU Module, then GuruCE grants to you, the additional non-exclusive, non-transferable right to deliver the source code version of the GuruCE Modifications to such OEM and sublicense to such OEM, the rights granted in subsections 1, 2, 3, 4, 5 and 6 of this paragraph. You may not translate, reverse engineer, decompile, or disassemble the non-human readable portions of the BSP except to the extent applicable law specifically prohibits such restriction. You may not use the GuruCE Modifications or any portion thereof, in conjunction with any product that does not incorporate the Topaz i.MX25 CPU Module. If you violate any of the terms, conditions or restrictions of this Agreement, GuruCE may immediately terminate this Agreement, and require that you stop using and delete all copies of the BSP in your possession or control.
NO LICENSE GRANT TO THE UNDERLYING SOFTWARE. You acknowledge that the Underlying Software is owned by the Microsoft Corporation and is subject to the terms of your license with Microsoft and as such, GuruCE grants no license to you in the Underlying Software.
PUBLIC SOFTWARE RESTRICTION. Your license rights to the GuruCE Modifications are conditioned upon you not using the GuruCE Modifications with other software which was not provided by GuruCE hereunder when such other software is licensed pursuant to terms that directly or indirectly (i) create, or purport to create, obligations for GuruCE or its licensors with respect to the BSP or derivative work thereof or (ii) grant, or purport to grant, to any third party any rights or immunities under GuruCE’s or its licensor’s intellectual property or proprietary rights in the BSP or derivative work thereof. Such other software includes, without limitation, any software that requires as a condition of use, modification and/or distribution of such software that other software incorporated into, derived from or distributed with such software be (i) disclosed or distributed in source code form; (2) be licensed for the purpose of making derivative works; or (3) be redistributable at no charge.
COPYRIGHT. The GuruCE Modifications are licensed to you, not sold. GuruCE owns the GuruCE Modifications, and International copyright laws and treaty provisions protect the GuruCE Modifications. Therefore, you must treat the GuruCE Modifications like any other copyrighted material (e.g., a book or musical recording). You may not use or copy the GuruCE Modifications for any other purpose than what is described in this Agreement. Except as expressly provided herein, GuruCE does not grant to you any express or implied rights under any GuruCE or third party patents, copyrights, trademarks, or trade secrets. Additionally, you must reproduce and apply any copyright or other proprietary rights notices included on or embedded in the BSP to any copies or derivative works made thereof, in whole or in part, if any.
SUPPORT. GuruCE is not obligated to provide any support, upgrades or new releases of the BSP. If you wish, you may contact GuruCE and report problems and provide suggestions regarding the BSP. GuruCE has no obligation whatsoever to respond in any way to such a problem report or suggestion. GuruCE may make changes to the BSP at any time, without any obligation to notify or provide updated versions of the BSP to you.
NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GURUCE EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE BSP. THE BSP IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE BSP, OR ANY SYSTEMS YOU DESIGN USING THE SOFTWARE (IF/ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY GURUCE THAT THE BSP OR ANY DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING THE BSP WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
INDEMNITY. You agree to fully defend and indemnify GuruCE and its licensors from any and all claims, liabilities, and costs (including reasonable attorney's fees) related to (1) your use (including your sublicensee’s use, if permitted) of the BSP or (2) your violation of the terms and conditions of this Agreement.
LIMITATION OF LIABILITY. IN NO EVENT WILL GURUCE AND/OR ITS LICENSORS BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
HIGH RISK ACTIVITIES. You acknowledge that the GuruCE Modifications are not fault tolerant and are not designed, manufactured or intended by GuruCE and its licensors for incorporation into products intended for use or resale in on-line control equipment in hazardous, dangerous to life or potentially life-threatening environments requiring fail-safe performance, such as, but not limited to, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of products could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). You specifically represent and warrant that you will not use the GuruCE Modifications or any derivative work of the Software for High Risk Activities.
CHOICE OF LAW; VENUE; LIMITATIONS. You agree that the statutes and laws of the Netherlands, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the GuruCE Modifications, and you agree that any litigation will be subject to the exclusive jurisdiction of the Netherlands. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the GuruCE Modifications must be filed within one (1) year after such claim or cause of action arose or be forever barred.
PRODUCT LABELING. You are not authorized to use any trademarks, brand names, or logos of GuruCE and its licensors. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and GuruCE regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, if any. This Agreement may only be amended in written form, executed by you and GuruCE.
SEVERABILITY. If any provision of this Agreement is held for any reason to be invalid or unenforceable, then the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive you or GuruCE of a material benefit, in which case the Agreement will immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the intention underlying the invalid or unenforceable provision.
NO WAIVER. The waiver by GuruCE of any breach of any provision of this Agreement will not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision
ATTACHMENT A: Microsoft Windows Embedded CE Shared Source License Agreement
Microsoft gives you a Windows Embedded CE Shared Source License Agreement ("License") to use the accompanying Software on the following terms:
- Correct errors in Your hardware and software operating on the Windows CE/Windows Embedded Compact platform.
- Create derivative works of the Software to debug, improve and optimize Windows CE/Windows Embedded Compact.
- Use the Software as a reference to develop Enhancements. "Enhancements" means technologies that enhance or extend the functionality or features of the Windows CE/Windows Embedded Compact operating system and do not include any of the Software or any derivative work of the Software.
- Provide system integration and technical support services to Your customers to assist them in their development, testing, or use of hardware and software, as applicable, based on the Windows CE/Windows Embedded Compact platform.
- Compile the Software and any derivative works of the Software that You create under the terms of this License and then publicly perform and display that compiled code in operation in Your device in public demonstrations at tradeshows, lectures and similar events.
- Distribute derivative works of the Software only in object code form as part of Your Windows CE/Windows Embedded Compact-based embedded product provided that You have signed a standard, royalty-bearing agreement for distribution of Windows CE/Windows Embedded Compact.
- Microsoft reserves all rights not expressly granted.
You may not:
- Use the Software or information derived from the Software for any project related to, or to make any Enhancements or derivative works of the Software for use with, a non-Microsoft operating system or related to a device or piece of hardware based on a non-Microsoft operating system.
- Use the Software for patent-mining purposes, such as (i) determining if any features, functions or processes provided by the Software are covered by any patents or patent applications or (ii) using the Software as a reference or using specific knowledge of the Software to modify existing patents or patent applications or creating any continuation, continuation in part, or extension of existing patents or patent applications.
In return, we simply require that you agree:
- Not to remove any copyright notices from the Software.
- Identify all derivative works of the Software, and Yourself as the author of such derivative works.
- Provide end-user support for your derivative works.
- Not to combine or distribute the Software (or any derivative works) with other software that is licensed pursuant to terms that seek to require that the Software (or any intellectual property in it) be licensed to or otherwise shared with others.
- That if you distribute the Software in source code form, then you do so only under this License (i.e. you must include a complete copy of this License with your distribution), and if you distribute the Software solely in object form you only do so under a license that complies with this License.
- That if you distribute any derivative works of the Software, you will defend, indemnify and hold Microsoft harmless from any claims, losses or damages arising from any actions brought by a third party against Microsoft to the extent caused by Your acts or omissions in connection with such distribution.
- That the Software comes "as is", with no warranties. None whatsoever. This means no express, implied or statutory warranty, including without limitation, warranties of merchantability or fitness for a particular purpose or any warranty of non-infringement. Also, you must pass this disclaimer on whenever you distribute this Software.
- That neither Microsoft, its affiliates, nor its suppliers are liable for any damages, including those types of damages known as indirect, special, consequential, or incidental related to the Software or this License, to the maximum extent the law permits, no matter what legal theory its based on. Also, you must pass this limitation of liability on whenever you distribute the Software.
- That if you sue anyone over patents that you think may apply to this Software for a person's use of this Software, your license to this Software ends automatically.
- Not to assert patents owned or licensable by You that claim (i) any inventions in any Enhancements or derivative works You develop using the Software or (ii) any inventions You derive from the Software (collectively, Your Patents) against Microsoft, Microsoft affiliates, and Microsoft Licensees (as defined below), excluding OEM/ODM Licensees (as defined below), for infringement of Your Patents on account of the making, use, sale, offer for sale, importation or other disposition or promotion of any version or portion of Windows CE/Windows Embedded Compact. If You or Your affiliates choose to assert Your Patents against OEM/ODM Licensees on account of the OEM/ODM Licensees making, use, sale, offer for sale, importation or other disposition or promotion of Windows CE/Windows Embedded Compact, portion thereof, or a redistributed portion thereof, then You and Your affiliates agree to offer licenses to such OEM/ODM Licensees under commercially reasonable and non-discriminatory terms and pricing.
- If You assign any of Your Patents or rights to enforce any of Your Patents, You will require that the assignee(s) agree to be bound by this Section. Any such assignment by You not in accordance with this Section will be null and void.
- "Microsoft Licensee" means any third party that is directly or indirectly licensed by Microsoft to exercise any legal rights with respect to Windows CE/Windows Embedded Compact or a portion thereof or a redistributed portion thereof, including authorized distributors of Windows CE/Windows Embedded Compact, users of Windows CE/Windows Embedded Compact and end users of any redistributed portions of Windows CE/Windows Embedded Compact. OEM/ODM Licensee means an original equipment/device manufacturer directly or indirectly licensed by Microsoft to use Windows CE/Windows Embedded Compact or a portion thereof and to distribute a portion of Windows CE/Windows Embedded Compact as binaries incorporated in that OEM/ODMs embedded system(s).
- That the patent rights Microsoft is licensing only apply to the Software, not to any derivatives you make.
- That your rights under this License end automatically if you breach this License in any way.