Nitrogen6_VM r954

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IMPORTANT. Read the following GuruCE BSP License Agreement ("Agreement") completely. By checking the "I CERTIFY THAT I HAVE READ, FULLY UNDERSTAND AND ACCEPT ALL TERMS OF THE FOREGOING LICENSE AGREEMENT" box on the bottom of this page, you indicate that you have read, fully understand and accept the terms of the Agreement and you acknowledge that you have the authority, for yourself or on behalf of your company, to bind you or your company to these terms. You may then download, install and/or use the file.


GURUCE BSP LICENSE AGREEMENT

This is a legal agreement between you, as an authorized representative of your employer or company, or if you have no employer or company, as an individual (together "you"), and GuruCE Limited ("GuruCE") and its Affiliates. It concerns your rights to use the GuruCE iMX6 WEC7 and/or WEC2013 evaluation images ("Evaluation Images") and/or the GuruCE iMX6 Board Support Package ("BSP"), provided to you in binary or source code form and any accompanying written materials (together; the "Licensed Software"). The Licensed Software may include any updates or error corrections or documentation relating to the Licensed Software provided to you by GuruCE under this License. In consideration for GuruCE allowing you to access the Licensed Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to all of the terms of this Agreement, do not download, install or use the Licensed Software. If you change your mind later, stop using the Licensed Software and delete all copies of the Licensed Software in your possession or control. Any copies of the Licensed Software that you have already distributed, where permitted, and do not destroy will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement.


1. DEFINITIONS

1.1. "Affiliates" means, any corporation, or entity directly or indirectly controlled by, controlling, or under common control of GuruCE.
1.2. "Essential Patent" means a patent to the limited extent that infringement of such patent cannot be avoided in remaining compliant with the technology standards implicated by the usage of any of the Licensed Software, including optional implementation of the standards, on technical but not commercial grounds, taking into account normal technical practice and the state of the art generally available at the time of standardization.
1.3. "Intellectual Property Rights" means any and all rights under statute, civil and common law or equity in and under copyrights, trade secrets, and patents (including utility models), and analogous rights throughout the world, including any applications for and the right to apply for, any of the foregoing.
1.4. "Evaluation Images" means Microsoft Windows Embedded Compact bootloader and kernel images created by GuruCE for a specific product containing an NXP Semiconductor, N.V. ("NXP") iMX6 series microprocessor, and any accompanying tools, in object code format supplied by GuruCE, solely for evaluation purposes.
1.5. "Licensed Software" means any and all files distributed by GuruCE to you, including but not limited to any documentation, and any Third Party Software. 
1.6. "Third Party Software" means, any software included in the Licensed Software that is not GuruCE Proprietary software, and is not open source software, and to which different license terms may apply.


2. LICENSE GRANT

2.1. Separate license grants to Third Party Software, or other terms applicable to the Licensed Software if different from those granted in this Section 2, are contained in Appendix A. A Software Content Register which will identify that portion of the Licensed Software, if any, that is subject to the different terms in Appendix A can be supplied by GuruCE on request. 
2.2. Exclusively in connection with your evaluation of the BSP by using the Evaluation Images provided to you by GuruCE on a product containing an NXP iMX6 series microprocessor, supplied directly or indirectly from NXP ("Authorized System"), GuruCE grants you a world-wide, personal, non-transferable, non-exclusive, non-sublicensable, license, under GuruCE's Intellectual Property Rights:
(a) to use and reproduce the Licensed Software only for evaluation purposes, as part of, or integrated within an Authorized System for which the Evaluation Images were created;
(b) to copy, use and distribute as needed, solely in connection with an Authorized System, proprietary GuruCE information associated with the Licensed Software for the sole purpose of evaluating the correct working of Authorized Systems with which the Licensed Software is integrated or associated.
2.3. Exclusively in connection with your development and distribution of product containing an NXP iMX6 series microprocessor, supplied directly or indirectly from NXP ("Authorized System") GuruCE grants you a world-wide, personal, non-transferable, non-exclusive, non-sublicensable, license, under GuruCE's Intellectual Property Rights:
(a) to use and reproduce the Licensed Software only as part of, or integrated within, Authorized Systems and not on a standalone basis;
(b) to directly or indirectly manufacture, demonstrate, copy, distribute, market and sell the Licensed Software in object code (machine readable) only as part of, or embedded within, Authorized Systems in object code form and not on a standalone basis. Notwithstanding the foregoing, those files marked as SDK .h files ("SDK header files") may be distributed in source or object code form, but only as part of, or embedded within Authorized Systems. 
(c) to copy, use and distribute as needed, solely in connection with an Authorized System, proprietary GuruCE information associated with the Licensed Software for the purpose of developing, maintaining and supporting Authorized Systems with which the Licensed Software is integrated or associated. 
2.4. For GuruCE Licensed Software provided to you in source code form (human readable), GuruCE further grants to you a worldwide, personal, non-transferable, non-exclusive, non-sublicensable, license, under GuruCE's Intellectual Property Rights: 
(a) to prepare derivative works of the Licensed Software on your company premises, only as part of, or integrated within, Authorized Systems and not on a standalone basis; 
(b) to use, demonstrate, copy, distribute, market and sell the derivative works of the Licensed Software in object code (machine readable) only as part of, or integrated within, Authorized Systems and not on a standalone basis. Notwithstanding the foregoing, those files marked as SDK .h files ("SDK header files") may be distributed in source or object code form, but only as part of, or embedded within Authorized Systems.
2.5. You may use subcontractors on your premises to exercise your rights under Section 2.2, 2.3 and 2.4 so long as you have an agreement in place with the subcontractor containing confidentiality restrictions no less stringent than those contained in this Agreement. You will remain liable for your subcontractors' adherence to the terms of this Agreement and for any and all acts and omissions of such subcontractors with respect to this Agreement and the Licensed Software.


3. LICENSE LIMITATIONS AND RESTRICTIONS 

3.1. The licenses granted above in Section 2.4 only extend to GuruCE intellectual property rights that would be infringed by the Licensed Software prior to your preparation of any derivative work.
3.2. The Licensed Software is licensed to you, not sold. Title to Licensed Software delivered hereunder remains vested in GuruCE or GuruCE's licensor and cannot be assigned or transferred. You are expressly forbidden from selling or otherwise distributing the Licensed Software, or any portion thereof, except as expressly permitted herein. This Agreement does not grant to you any implied rights under any GuruCE or third party intellectual property. 
3.3. You may not translate, reverse engineer, decompile, or disassemble the Licensed Software except to the extent applicable law specifically prohibits such restriction. You must prohibit your sub-licensees from translating, reverse engineering, decompiling, or disassembling the Licensed Software except to the extent applicable law specifically prohibits such restriction.
3.4. You must reproduce any and all of GuruCE's (or its third party licensor's) copyright notices and other proprietary legends on copies of Licensed Software.
3.5. If you distribute the Licensed Software to the United States Government, then the Licensed Software is "restricted computer software" and is subject to US FAR 52.227-19 (c)(1) and (c)(2).
3.6. You grant to GuruCE a non-exclusive, non-transferable, irrevocable, perpetual, worldwide, royalty-free, sub-licensable license under your Intellectual Property Rights to use without restriction and for any purpose any suggestion, comment or other feedback related to the Licensed Software (including, but not limited to, error corrections and bug fixes).
3.7. You will not take or fail to take any action that could subject the Licensed Software to an Excluded License. An Excluded License means any license that requires, as a condition of use, modification or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with the software be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. 
3.8. You may not publish or distribute information, results or data associated with the use of the Licensed Software to anyone other than GuruCE; however you must advise GuruCE of any results obtained including any problems or suggested improvements thereof. GuruCE retains the right to use such results and related information in any manner it deems appropriate. 


4. INTELLECTUAL PROPERTY RIGHTS 

4.1. Subject to GuruCE's ownership interest in the underlying Licensed Software, all intellectual property rights associated with, and title to, your Authorized System will be retained by or will vest in you. You must notify GuruCE, in writing, any time you modify the Licensed Software. You will retain ownership to modifications to the Licensed Software where you have wholly rewritten one or more C/C++ functions; drivers; or files that constitute original works ("Licensee Owned Modifications"). Notwithstanding the foregoing, upon request, you must provide to GuruCE, in source code format, and GuruCE will own all bug fixes, documentation corrections, and modifications made by you to the Licensed Software below the C/C++ Programming function threshold ("Low-Level Modifications"). You agree to assign all, and hereby do assign all rights, title, and interest to any Low-Level Modifications to the Licensed Software to GuruCE and will provide all assistance reasonably requested by GuruCE to establish, preserve or enforce such right. Further, you agree to waive all moral rights relating to your Low-Level Modifications to the Licensed Software, including, without limitation, any and all rights of identification of authorship and any and all rights of approval, restriction, or limitation on use or subsequent modification. Notwithstanding the foregoing, you will have the license rights granted in Section 2 to any such modifications made by you.
4.2. If you request technical assistance from GuruCE to resolve any issue with Licensee Owned Modifications and you provide the associated source code for the Licensee Owned Modifications to GuruCE, you grant and agree to grant to GuruCE a perpetual, irrevocable, royalty free, worldwide right and license to fully exploit the Licensee Owned Modifications without restriction.


5. PATENT COVENANT NOT TO SUE 

As partial, material consideration for the rights granted to you under this Agreement, you covenant not to sue or otherwise assert your patents against GuruCE, a GuruCE Affiliate or subsidiary, or a GuruCE licensee of the Licensed Software for infringement of your Intellectual Property Rights by the manufacture, use, sale, offer for sale, importation or other disposition or promotion of the Licensed Software and/or any redistributed portions of the Licensed Software.


6. ESSENTIAL PATENTS

You are solely responsible for obtaining licenses for any relevant Essential Patents for your use in connection with technology that you incorporate into the your product (whether as part of the Licensed Software or not). 


7. TERM AND TERMINATION 

This Agreement will remain in effect unless terminated as provided in this Section 7.
7.1. You may terminate this Agreement immediately upon written notice to GuruCE at the address provided below.
7.2. Either party may terminate this Agreement if the other party is in default of any of the terms and conditions of this Agreement, and termination is effective if the defaulting party fails to correct such default within 30 days after written notice thereof by the non-defaulting party to the defaulting party at the address below.
7.3. Notwithstanding the foregoing, GuruCE may terminate this Agreement immediately upon written notice if you: breach any of your confidentiality obligations or the license restrictions under this Agreement; become bankrupt, insolvent, or file a petition for bankruptcy or insolvency, make an assignment for the benefit of its creditors; enter proceedings for winding up or dissolution ;are dissolved; or are nationalized or become subject to the expropriation of all or substantially all of its business or assets.
7.4. Upon termination of this Agreement, all licenses granted under Section 2 will expire, except that any licenses extended to end-users pursuant to Sections 2.3(b), 2.3(c) and 2.4(b), which have been granted prior to such termination will survive.
7.5. After termination of this Agreement by either party and upon GuruCE's written request, you will, at your discretion, return to GuruCE any confidential information including all copies thereof or furnish to GuruCE at the address below, a statement certifying, with respect to the Licensed Software delivered hereunder that the original and all copies, except for archival copies to be used solely for dispute resolution purposes, in whole or in part, in any form, of the Licensed Software have been destroyed.
7.6. Notwithstanding the termination of this Agreement for any reason, the terms of Sections 1, 3, 4 through 24 will survive.


8. SUPPORT 

GuruCE is not obligated to provide any support, upgrades or new releases of the Licensed Software under this Agreement (for a dedicated & guaranteed support please purchase a support contract, see https://guruce.com/support). Under this Agreement, GuruCE has no obligation to respond to any problem report or suggestion regarding the Licensed Software. GuruCE may make changes to the Licensed Software at any time, without any obligation to notify or provide updated versions of the Licensed Software to you (unless you have a valid support contract with GuruCE, see https://guruce.com/support).


9. NO WARRANTY

To the maximum extent permitted by law, GuruCE expressly disclaims any warranty for the Licensed Software. The Licensed Software 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 licensed software, or any systems you design using the licensed software (if any).


10. INDEMNITY 

You agree to fully defend and indemnify GuruCE from all claims, liabilities, and costs (including reasonable attorney's fees) related to (1) your use (including your contractors or distributee's use, if permitted) of the Licensed Software or (2) your violation of the terms and conditions of this Agreement.


11.  LIMITATION OF LIABILITY

EXCLUDING LIABILITY FOR A BREACH OF SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11 (INDEMNITY), IN NO EVENT WILL EITHER PARTY 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. GURUCE'S TOTAL LIABILITY FOR ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO GURUCE IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED.


12.  EXPORT RESTRICTIONS

12.1. Licensed Software (collectively referred to as "items") may be subject to the export control laws of countries that may lawfully control the export of the Licensed Software. Furnishing support services with respect to Licensed Software that is controlled as defense or military items may also be subject to such laws. Accordingly, you agree you will not transfer the Licensed Software or furnish such services except in compliance with the export laws of any country that may lawfully control the export of the Licensed Software or the provision of such services. You will indemnify and hold GuruCE harmless from any claims, liabilities, damages, penalties, forfeitures, and associated costs and expenses (including attorneys' fees) that GuruCE may incur due to your non-compliance with applicable export laws, rules, and regulations. You will immediately notify GuruCE of any violation of any export law, rule, or regulation, which may affect GuruCE or relate to the activities covered under this Agreement.
12.2.  If an export/import license, permit, or other government required authority (collectively referred to as "government authorization") is required for GuruCE to transfer the Licensed Software or any other GuruCE property under this Agreement and such government authorization to non- GuruCE party/parties is not approved, then GuruCE is not obligated to proceed with the transfer until the required government authorization is granted.


13.  GOVERNMENT CONTRACT COMPLIANCE

13.1. If you sell Authorized Systems directly to any government or public entity, including U.S., state, local, foreign or international governments or public entities, or indirectly via a prime contractor or subcontractor of such governments or entities, GuruCE makes no representations, certifications, or warranties whatsoever about compliance with government or public entity acquisition statutes or regulations, including, without limitation, statutes or regulations that may relate to pricing, quality, origin or content.
13.2. The Licensed Software has been developed at private expense and is a "Commercial Item" as defined in the US CFR; 48 C.F.R. õ2.101, consisting of "Commercial Computer Software", and/or "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. õ12.212 (or 48 C.F.R. õ227.7202, as applicable) and may only be licensed to or shared with U.S. Government end users in object code form as part of, or embedded within, Authorized Systems. Any agreement pursuant to which you share the Licensed Software will include a provision that reiterates the limitations of this document and requires all sub-agreements to similarly contain such limitations. 


14. SAFETY CRITICAL APPLICATIONS

14.1. In some cases, GuruCE may promote certain Licensed Software for use in safety-related applications. GuruCE's goal is to educate licensees so that they can design their own end-product solutions to meet applicable functional safety standards and requirements. You make the ultimate design decisions regarding your products and are solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning your products, regardless of any information or support that may be provided by GuruCE. Accordingly, you will indemnify and hold GuruCE harmless from any claims, liabilities, damages and associated costs and expenses (including attorneys' fees) that GuruCE may incur related to your incorporation of any Product in a safety-critical application or system.
14.2. Only Licensed Software that GuruCE has specifically designated as "Automotive Qualified" is intended for use in automotive, military, or aerospace applications or environments. If you use Licensed Software that has not been designated as "Automotive Qualified" in an automotive, military, or aerospace application or environment, you do so at your own risk.
14.3. Licensed Software is not intended or authorized for any use in anti-personnel landmines. 


15. CHOICE OF LAW; VENUE

This Agreement will be governed by, construed, and enforced in accordance with the laws of the Netherlands, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Licensed Software, and you agree that any litigation will be subject to the exclusive jurisdiction of the courts of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this document.


16. CONFIDENTIAL INFORMATION

You must treat the Licensed Software as confidential information and you agree to retain the Licensed Software in confidence perpetually, with respect to Licensed Software in source code form (human readable), or for a period of five (5) years from the date of termination of this Agreement, with respect to all other parts of the Licensed Software. During this period you may not disclose any part of the Licensed Software to anyone other than employees who have a need to know of the Licensed Software and who have executed written agreements obligating them to protect such Licensed Software to at least the same degree of care as in this Agreement. You agree to use the same degree of care, but no less than a reasonable degree of care, with the Licensed Software as you do with your own confidential information. You may disclose Licensed Software to the extent required by a court or under operation of law or order provided that you notify GuruCE of such requirement prior to disclosure, which you only disclose information required, and that you allow GuruCE the opportunity to object to such court or other legal body requiring such disclosure.


17. TRADEMARKS 

You are not authorized to use any GuruCE trademarks, brand names, or logos.


18. 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, signed by you and GuruCE.


19. 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.


20. 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.


21. AUDIT 

You will keep full, clear and accurate records with respect to your compliance with the limited license rights granted under this Agreement for three years following expiration or termination of this Agreement. GuruCE will have the right, either itself or through an independent certified public accountant to examine and audit, at GuruCE's expense, not more than once a year, and during normal business hours, all such records that may bear upon your compliance with the limited license rights granted above. You must make prompt adjustment to compensate for any errors and/or omissions disclosed by such examination or audit.


22. NOTICES

All notices and communications under this Agreement will be made in writing, and will be effective when received at the following addresses: 

GuruCE:
GuruCE Limited
240 Ohiwa Harbour Road
3198, Opotiki
Bay of Plenty
New Zealand
ATTN: Legal Department


You:
The email address provided at registration will be used


23. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. Nothing in this Agreement will be construed to create any partnership, joint venture, or similar relationship. Neither party is authorized to bind the other to any obligations with third parties.


24. SUCCESSION AND ASSIGNMENT

This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Neither party may assign this Agreement, or any part of this Agreement, without the prior written approval of the other party, which approval will not be unreasonably withheld or delayed.


APPENDIX A

Other License Grants and Restrictions:
The Licensed Software may include some or all of the following software, which is either 1) not GuruCE proprietary software or 2) GuruCE proprietary software subject to different terms than those in the Agreement. If the Software Content Register (available upon request) identifies any of the following Third Party Software or specific components of the GuruCE Proprietary Software, the following terms apply to the extent they deviate from the terms in the Agreement:

Third Party Software: NXP
Use Restrictions:
Distribution of NXP software must be a part of, or embedded within, Authorized Systems that include an NXP CPU.

Third Party Software: Microsoft
Use Restrictions:
If the Licensed Software includes software owned by Microsoft Corporation ("Microsoft"), it is subject to the terms of your license with Microsoft (the "Microsoft Underlying Licensed Software") and as such, GuruCE grants no license to you, beyond evaluation and demonstration in connection with NXP processors, in the Microsoft Underlying Licensed Software. You must separately obtain rights beyond evaluation and demonstration in connection with the Microsoft Underlying Licensed Software from Microsoft.
Microsoft does not provide support services for the components provided to you through this Agreement. If you have any questions or require technical assistance, please contact GuruCE. Microsoft Corporation is a third party beneficiary to this Agreement with the right to enforce the terms of this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY DIRECT, 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, ARISING FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE.

Third Party Software: Vivante
Use Restrictions:
Distribution of Vivante software must be a part of, or embedded within, Authorized Systems that include a Vivante Graphics Processing Unit. 

Third Party Software: embWise
Use Restrictions:
The AR6233 WiFi evaluation driver provided as part of the image is the Intellectual Property of a third party, namely embWiSe Technologies Pvt.Ltd., under license from QualcommAtheros Inc. The full production version of the driver shall have to be licensed from the third party directly at a fee and upon execution of appropriate license agreements. The WiFi evaluation Driver shall not be copied, decompiled, decrypted, reverse engineered, disassembled, modified, or create derivative works or attempt to reconstruct or discover any Source Code or underlying ideas or algorithms of the WiFi Driver , (ii) remove, alter or obscure any product identification, copyright or other intellectual property notices embedded within or on the WiFi Driver Software or (iii) publish, disclose, sell, rent, lease, lend, distribute, sublicense or provide the WiFi Driver Software to a third party.
DISCLAIMER for the WiFi Evaluation Driver : The WiFi Evaluation Driver Software is provided on an "as is" basis, and embWiSe Technologies Pvt.Ltd., and Qualcomm Atheros Inc. make no warranty, or representation, either express or implied, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE with respect to the WiFi Evaluation Driver or any output or results based on the use of the Evaluation Driver Software .

GuruCE BSP License Agreement (rev. 23)
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Nitrogen6_VM r954
