From ce839de368935bcf9f33003f08c80ac2aaba9bd8 Mon Sep 17 00:00:00 2001 From: Max Krummenacher Date: Mon, 17 Mar 2014 15:02:38 +0100 Subject: trdx-nv-binaries: update to L4T R16.4 - update binary userspace drivers to R16.4 - remove old versions - use the SOC Family tegra2 / tegra3 for file paths --- ...ftware_License_Agreement-Tegra-Linux-codecs.txt | 965 +++++++++++++++++++++ 1 file changed, 965 insertions(+) create mode 100644 recipes/trdx-nv-binaries/files/tegra3/Tegra_Software_License_Agreement-Tegra-Linux-codecs.txt (limited to 'recipes/trdx-nv-binaries/files/tegra3/Tegra_Software_License_Agreement-Tegra-Linux-codecs.txt') diff --git a/recipes/trdx-nv-binaries/files/tegra3/Tegra_Software_License_Agreement-Tegra-Linux-codecs.txt b/recipes/trdx-nv-binaries/files/tegra3/Tegra_Software_License_Agreement-Tegra-Linux-codecs.txt new file mode 100644 index 0000000..e4e6daa --- /dev/null +++ b/recipes/trdx-nv-binaries/files/tegra3/Tegra_Software_License_Agreement-Tegra-Linux-codecs.txt @@ -0,0 +1,965 @@ +NVIDIA(r) Tegra(r) Software License Agreement - Tegra Linux Driver Package + +BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE +(AS DEFINED BELOW) THE END USER OF THE LICENSED MATERIALS ("YOU" OR +"LICENSEE") AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING +THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL +ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND +THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT +AGREE TO THESE TERMS, + + * DO NOT (A) DOWNLOAD, INSTALL, COPY THE SOFTWARE; OR (B) ACCESS + OR USE THE LICENSED MATERIALS; AND + * PROMPTLY DESTROY THE LICENSED MATERIALS, OR RETURN THEM TO + THE PARTY FROM WHOM YOU ACQUIRED IT. + +NVIDIA Tegra Software License Agreement- Tegra Linux Driver Package +(the "Agreement") is entered into by and between NVIDIA Corporation, a +Delaware corporation, having its principal place of business at 2701 +San Tomas Expressway, Santa Clara, CA 95050 ("NVIDIA") and the +individual person or single legal entity ("Licensee" or "You") who +acknowledges and agrees to fully abide the terms and conditions of +this Agreement. + +1. DEFINITIONS. + + 1.1 "Affiliate" means any company or legal entity that at various +times controls, is controlled by, or is under common control with +Licensee. Only for the purposes of this definition, "Control" means +(a) direct or indirect ownership of at least fifty percent (50%) of +the voting power of the shares or other securities for election of +directors (or other managing authority) of the controlled or commonly +controlled entity; (b) holding, directly or indirectly, the power to +exercise more than fifty percent (50%) of the entity's voting rights; +or (c) holding, directly or indirectly, the power to appoint the +majority of the members of the entity's board of directors (or similar +governing body), or in each case, the maximum percentage permitted +where a lesser percentage is required in a jurisdiction. The parties +shall be fully responsible for the actions / inactions of their +Affiliates under this Agreement. + + 1.2 "Competitors" shall mean any company that develops, +manufactures, produces, sells, distributes or licenses application +processors, computers-on-chips, systems-on-chips, CPUs, DSPs or GPU +technology. + + 1.3 "Confidential Information" shall mean (a) the Licensed +Materials; (b) either parties' technology, ideas, know-how, +documentation, processes, algorithms and trade secrets embodied in the +Licensed Materials; (c) any other information disclosed by either +party to the other that is (i) identified as "confidential," +"proprietary" or with a similar legend at the time of disclosure, or +(ii) if unmarked or disclosed orally or visually, are identified as +confidential at the time of disclosure and confirmed by a written +memorandum sent to the receiving party within thirty (30) calendar +days of disclosure summarizing the confidential information +sufficiently for identification; and (d) the terms and conditions of +this Agreement. + + Confidential Information shall not include any information which +is (e) published or otherwise available to the public other than by +breach of this Agreement by the receiving party; (f) rightfully +received by the receiving party from a third party without +confidentiality limitations; (g) independently developed by the +receiving party or its Affiliates as evidenced by appropriate records; +(h) known to the receiving party prior to its first receipt of same +from the disclosing party as evidenced by appropriate records; (i) +hereinafter disclosed by the disclosing party to a third party without +restriction on disclosure; or (j) approved for public release by +written authorization of the disclosing party. + + 1.4 "Contractor" shall mean any third party company or +individuals, including but not limited to original device +manufacturers, who Licensee engages for the purpose of such third +party performing services for the benefit of Licensee in connection +with this Agreement. + + 1.5 "Derivative Work(s)" means derivatives or modifications of the +Licensed Materials created by Licensee or NVIDIA, or a third party on +behalf of Licensee or NVIDIA respectively, which term shall include: +(i) for copyrightable or copyrighted material, any translation, +abridgement, revision or other form in which an existing work may be +recast, transformed or adapted; (ii) for work protected by topography +or mask right, any translation, abridgement, revision or other form in +which an existing work may be recast, transformed or adapted; (iii) +for patentable or patented material, any improvement; and (iv) for +material protected by trade secret, any new material derived from or +employing such existing trade secret. + + 1.6 "Excluded License" means any license that requires as a +condition of use, modification and/or distribution of software subject +to the Excluded License, that such software or other software +distributed and/or combined with such 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. + + 1.7 "Intellectual Property Rights" shall mean all proprietary +rights, including all patents, trademarks, copyrights, know-how, trade +secrets, mask works, including all applications and registrations +thereto, and any other similar protected rights in any country. + + 1.8 "Licensed Materials" shall mean the Software, related +documentation, Tegra development hardware (if applicable), and other +materials as NVIDIA may deliver hereunder from time to time. + + 1.9 "Licensee Products" shall mean Licensee's devices that have or +will contain NVIDIA's family of graphics, or media and communication, +or applications processors and related Software (as defined below) +supplied directly or indirectly by NVIDIA. + + 1.10 "Software" shall mean the NVIDIA Tegra Linux Driver Package, +full or partial copies thereof, and any Derivative Work(s) thereto +owned by NVIDIA. + +2. LICENSE. + + 2.1 Grant. Subject to the terms and conditions of this Agreement, +including applicable Exhibits, NVIDIA grants to Licensee and its +Affiliates a personal, nonexclusive, worldwide, nonsublicensable, +nontransferable, nonassignable and royalty-free right and license: + + (a) to execute, compile, reproduce, display, perform, modify, + and to prepare and have prepared Derivative Work(s) of the + Software (in source code form as provided by NVIDIA) + solely to develop and customize Licensee Products for + Licensee's internal development purposes only; + + (b) to reproduce, transmit, transfer, distribute and + sublicense object code forms of the Software and/or + Derivative Work(s) and related documentation incorporated + into Licensee Products with a form of end user license + agreement that is as protective of NVIDIA's Intellectual + Property Rights as this Agreement; + + (c) for Contractors to exercise the foregoing rights of + Section 2.1 of this Agreement solely on behalf of + Licensee; and + + (d) NVIDIA may, in its sole discretion, require Licensee to + accept, distribute, and/or incorporate certain + modifications, updates, fixes, changes, or revisions to + the Licensed Materials used in Licensee Products in a + timely manner. + + 2.2 Reservation of Rights. NVIDIA reserves all rights not +expressly granted to Licensee in Section 2.1 herein. + + 2.3 License Grant Back. Licensee hereby grants to NVIDIA and its +Affiliates an exclusive, worldwide, irrevocable, perpetual, +sublicensable (through multiple tiers of sublicensees), royalty-free +right, fully paid-up right and license to the Derivative Work(s) (in +source and object code form) created by Licensee's employees, +Affiliates or Contractors so that NVIDIA may copy, modify, create +Derivative Works thereof, to use, have used, import, make, have made, +sell, offer to sell, sublicense (through multiple tiers of +sublicensees), distribute (through multiple tiers of distributors) +such Derivative Work(s) on a stand-alone basis or as incorporated into +the Software or other NVIDIA products. For the sake of clarity, +NVIDIA is not prohibited or otherwise restricted from independently +developing new features or functionality with respect to the Licensed +Materials. + + 2.4 Delivery Obligation of Derivative Work(s) Licensee shall +deliver, upon NVIDIA's request, the Derivative Work(s) created by +Licensee or on behalf of Licensee to NVIDIA pursuant to Section 2.3 of +this Agreement. + +3. LIMITATIONS; OBLIGATIONS. + + 3.1 Restrictions. Except as expressly permitted by this +Agreement, Licensee shall not: + + (a) use the Software and/or the Derivative Work(s) created by + Licensee or on behalf of Licensee on any non-NVIDIA + application processors ("External Systems"), except on + External Systems for the sole purpose of programming, + configuration or performing diagnostics on an NVIDIA + application processor; + + (b) reverse engineer, decompile, disassemble, modify or create + derivative works of any portion of the Licensed Materials + (in object code form) or allow any third party (including + Licensee's Affiliates or Contractors) to do any of the + foregoing; + + (c) sublicense, rent, lease, loan, timeshare, sell, + distribute, disclose, publish, assign or transfer any + rights, grant a security interest in, or transfer + possession of the Licensed Materials to any third party + without NVIDIA's express prior written consent; + + (d) distribute the Licensed Materials on a standalone basis; + or + + (e) under any circumstances allow the Software to be used, + pursuant to this Agreement, on NVIDIA's Competitors' + software operating and/or hardware platforms. + + 3.2 No Implied Licenses. Nothing in this Agreement shall be +construed as granting to Licensee by implication, estoppel or +otherwise, (a) a license to any NVIDIA technology other than the +Licensed Materials; or (b) any additional license rights for the +Licensed Materials other than the licenses expressly granted in this +Agreement. + + 3.3 Additional Licensing Obligations. Licensee acknowledges and +agrees that it is Licensee's sole responsibility to obtain any, +additional, third party licenses required to make, have made, use, +have used, sell, import, and offer for sale Licensee Products that +include or incorporate any third party technology such as operating +systems, audio and/or video encoders and decoders or any technology +from, including but not limited to, Microsoft, Thomson, Fraunhofer +IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies ("Third Party +Components"). Licensee acknowledges and agrees that NVIDIA has not +granted to Licensee under this Agreement any necessary patent rights +with respect to those Third Party Components identified in the +exhibits of this Agreement ("Third Party Licensing Terms and +Notices"). As such, Licensee's use of the Third Party Components may +be subject to further restrictions and terms and conditions described +in the Third Party Licensing Terms and Notices. Licensee acknowledges +and agrees that Licensee is solely and exclusively responsible for +obtaining any and all authorizations and licenses required for the +distribution and/or incorporation of the Third Party Components +specified in the Third Party Licensing Terms and Notices. + +For the avoidance of doubt, except as expressly authorized by a +separate written agreement by and between Licensee and Adobe Systems, +Inc. ("Adobe"), Licensee has no right to distribute, sublicense, or +otherwise commercialize Adobe's Third Party Components identified in +Exhibit A-2. + +Excluding Section 9.5 of this Agreement, Licensee acknowledges and +agrees that NVIDIA may at various times update the Third Party +Licensing Terms and Notices without any advance written notice to +Licensee. Licensee agrees to be bound by such Third Party Licensing +Terms and Notices as they may be updated. In the event that NVIDIA's +license rights to the Third Party Components are terminated and/or +expired, Licensee agrees NVIDIA shall no longer have the obligation to +deliver such Third Party Components to Licensee affected by such +termination and/or expiration. + + Licensee shall, at its own expense fully indemnify, hold harmless, +defend, and settle any claim, suit or proceeding that is instituted by +a third party against NVIDIA and its officers, employees or agents, to +the extent such claim, suit or proceeding is based on (a) a breach by +Licensee of any of the representations and warranties in Section 7 +("Warranties") of this Agreement; or (b) Licensee's failure to fully +satisfy and/or comply with the third party licensing obligations +expressly contained in the Third Party Licensing Terms and Notices (a +"Claim"). + + In the event of a Claim, NVIDIA agrees to: + + (a) promptly inform Licensee and furnish Licensee a copy of + the Claim; + + (b) make commercially reasonable efforts to give such evidence + in NVIDIA's possession, custody or control as is + reasonable to Licensee, at Licensee's request and expense, + specifically and reasonably applicable to the Claim; + + (c) provide Licensee commercially reasonable assistance in the + defense thereof, at Licensee's expense; and + + (d) give Licensee sole control of the defense thereof and all + negotiations for its settlement and compromise, which + shall not be finalized without the prior written consent + of NVIDIA. + + NVIDIA's failure to promptly notify Licensee shall not relieve +Licensee of any liability or obligations that it has to NVIDIA, except +to the extent Licensee demonstrates that the defense of such action is +prejudiced by the failure or delay in giving notice. If NVIDIA +retains counsel, it will be at NVIDIA's own expense. + + In the event of a Claim, Licensee agrees to: + + (a) pay all damages finally awarded against NVIDIA or agreed + upon in settlement by Licensee, which shall not be + finalized without the prior written consent of NVIDIA, + (including other reasonable costs incurred by NVIDIA, + including reasonable attorneys fees, in connection with + enforcing this paragraph); + + (b) reimburse NVIDIA for any licensing fees and/or penalties + incurred by NVIDIA in connection with a Claim; and + + (c) immediately procure/satisfy the third party licensing + obligations expressly contained in the Third Party + Licensing Terms and Notices. + + 3.4 Proprietary Rights Notices. Licensee shall not remove, alter +or obscure any copyright, trademark, patent notices or other +proprietary rights notices that appear on the Licensed Materials. +Licensee shall use commercially reasonable efforts to require its +channel entities to comply with the provisions of this Section 3.4. + + 3.5 No Excluded Licenses. The licenses granted in Section 2.1 do +not include the right to, and Licensee shall not: (a) create +Derivative Work(s) of the Licensed Materials in any manner that would +cause the Licensed Materials, in whole or in part, to become subject +to the terms of an Excluded License; or (b) distribute the Licensed +Materials (or Derivative Works thereof) in any manner that would cause +the Licensed Materials, or any component thereof, to become subject to +the terms of an Excluded License. + + 3.6 Source Code Protection. In addition to Licensee's +restrictions and obligations in connection with the Licensed Materials +set forth in this Agreement, Licensee agrees that source code to the +Licensed Materials constitutes highly Confidential Information and +proprietary trade secrets of NVIDIA and shall be protected by (a) the +confidentiality obligations set forth in Section 5.1; and (b) any +applicable non-disclosure agreement ("NDA"). In addition to the +confidentiality obligations set forth in Section 5.1 and the NDA, +Licensee agrees to the following: + + (a) Licensee shall only allow its employees, Contractors, and + its Affiliates' employees and Contractors who have a need + to know basis to use the source code to the Software in + order for Licensee or its Affiliates to exercise their + license rights under this Agreement, provided that any + breach of this Agreement by such parties is considered + Licensee's breach of this Agreement and Licensee shall be + liable for such breach to the same extent as if it + committed the breach itself. Upon NVIDIA's request, + Licensee shall provide NVIDIA a list of all employees + (including employees of Affiliates), and Contractors who + have been granted source code access to the Licensed + Materials and update and maintain the accuracy of this + list at all times; + + (b) Licensee shall protect the source code of the Licensed + Materials to the same degree as Licensee protects its own + Confidential Information; + + (c) Licensee shall not grant third parties, excluding + Affiliates or Contractors, access to the source code of + the Licensed Materials; + + (d) Licensee shall restrict disclosure and access to and use + of the Licensed Materials (in source code form) to those + employees (including those of its Affiliates and/or + Contractors) who have agreed to be bound by a written + confidentiality agreement which incorporates the + protections and restrictions no less protective than those + set forth in this Agreement with respect to the Licensed + Materials; + + (e) Licensee shall secure the source code to the Software and + Licensed Materials in a secure location at all times; + + (f) Licensee shall not use the Licensed Materials and/or + Derivative Work(s) created by Licensee to compete against + NVIDIA or shall not use the Licensed Materials and/or + Derivative Work(s) in litigation against NVIDIA; and + + (g) Licensee's employees, Affiliates, or Contractors who have + been exposed to source code of the Licensed Materials + shall not be permitted to use any ideas, techniques or + know-how obtained from their respective use of the + Licensed Materials for any engagement, including but not + limited to services or product development (hardware or + software) work for the benefit of NVIDIA's Competitors. + + 3.7 Defensive Suspension. If Licensee and/or its Affiliates +commence or participates in any legal proceeding against NVIDIA, then +NVIDIA may, in its sole discretion, suspend or terminate all license +grants and any other rights provided under this Agreement during the +pendency of such legal proceedings. + +4. OWNERSHIP; FEEDBACK. + + 4.1 By NVIDIA. Except as expressly licensed to Licensee under +this Agreement, NVIDIA reserves all right, title and interest, +including but not limited to all Intellectual Property Rights, in and +to the Licensed Materials and any Derivative Work(s) made thereto by +or on behalf of NVIDIA. + + 4.2 Feedback by Licensee. Licensee may, but is not obligated to, +provide to NVIDIA any suggestions, comments and feedback regarding the +Licensed Materials that are delivered by NVIDIA to Licensee under this +Agreement (collectively, "Licensee Feedback"). NVIDIA may use and +include any Licensee Feedback that Licensee voluntarily provides to +improve the Licensed Materials or other related NVIDIA technologies. +Accordingly, if Licensee provides Licensee Feedback, Licensee grants +NVIDIA and its licensees a perpetual, irrevocable, worldwide, +royalty-free, fully paid-up license grant to freely use, have used, +sell, modify, reproduce, transmit, license, sublicense (through +multiple tiers of sublicensees), distribute (through multiple tiers of +distributors), and otherwise commercialize the Licensee Feedback in +the Licensed Materials or other related technologies. + +5. CONFIDENTIAL INFORMATION; ACCESS TO SOFTWARE. + + 5.1 Protection of Confidential Information. The parties shall not +use or disclose any Confidential Information received from the other +party, except as expressly authorized by this Agreement, and shall +protect all such Confidential Information using the same degree of +care which the receiving party uses with respect to its own +proprietary information, but in no event with safeguards less than a +reasonably prudent business would exercise under similar +circumstances. The parties shall not use the Confidential Information +for purposes other than those necessary to directly further the +purposes of this Agreement. Except as expressly provided in this +Agreement, no ownership or license rights are granted in any +Confidential Information. The parties shall use commercially +reasonable efforts to prevent any actual or threatened unauthorized +copying, use or disclosure of Confidential Information, and shall +promptly notify the other party of any such actual or threatened +unauthorized disclosure or use. If any Confidential Information must +be disclosed to any third party by reason of legal, accounting or +regulatory requirements beyond the reasonable control of the +disclosing party, the disclosing party shall promptly notify the other +party of the order or request and permit the other party (at its own +expense) to seek an appropriate protective order. + + For the sake of clarity, the parties agree that, notwithstanding +the preceding paragraph, any and all information identified as +Confidential Information (as defined in the NDA) by the disclosing +party in connection with this Agreement shall also be protected under +the NDA; provided, however, that in the event of any conflict between +the confidentiality obligations pursuant to this Agreement and the +obligations pursuant to the NDA with regard to any Confidential +Information (as defined in the NDA) in connection with this Agreement, +including, without limitation, the source code to the Licensed +Materials, the terms of this Agreement shall prevail. + +6. TERM; TERMINATION + + 6.1 Term. This Agreement and the licenses granted hereunder shall +be effective as of the date Licensee first uses the Licensed Materials +("Effective Date") and continue for a period of one (1) year (the +"Initial Term"), unless terminated in accordance with Section 6.2. +Unless either party notifies the other party of its intent to +terminate this Agreement at least one (1) month prior to the end of +the Initial Term or the applicable renewal period ("Renewal +Period(s)"), this Agreement will be automatically renewed for one (1) +year Renewal Periods, provided however that this Agreement will +automatically expire at such time when Licensee no longer intends to +use the Licensed Materials for the authorized purposes described in +this Agreement, at this time Licensee will comply with the termination +provisions in Section 6.2 below. + + 6.2 Termination. Either party may terminate this Agreement +immediately upon written notice for the material breach of the other +party, which material breach is curable and has remained uncured for a +period of thirty (30) days from the date of delivery of written notice +thereof to the other party. Upon the termination or expiration of +this Agreement, + + (a) Licensee shall (i) immediately cease using the Licensed + Materials for any purpose whatsoever; (ii) immediately + destroy or return to NVIDIA all materials belonging to + NVIDIA, including without limitation all copies of the + Software and NVIDIA Confidential Information then in + Licensee's possession or control; and (iii) certify to + NVIDIA in writing that it has done so; and + + (b) NVIDIA shall (i) immediately destroy or return to Licensee + all materials belonging to Licensee that were provided to + NVIDIA pursuant to this Agreement, including without + limitation, Licensee's Confidential Information then in + NVIDIA's possession or control; and (ii) certify to + Licensee in writing that it has done so. These remedies + shall be cumulative and in addition to any other remedies + available to NVIDIA. + + 6.3 Survival. Those provisions in this Agreement, which by their +nature need to survive the termination or expiration of this +Agreement, The following Sections shall survive termination or +expiration of the Agreement, including but not limited to Sections 1, +2.2, 2.3, 2.4, 3, 4, 5, 6.2 , 6.3, 7, 8, 9 and Exhibit A. + +7. WARRANTIES + + THE LICENSED MATERIALS ARE LICENSED FOR LICENSEE'S USE "AS IS" AND +NVIDIA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND +STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF +MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT +OF THIRD PARTY RIGHTS. NVIDIA DOES NOT REPRESENT OR WARRANT THAT THE +LICENSED MATERIALS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE +OPERATION OF THE SOFTWARE CONTAINED THEREIN OR RESULTING THEREFROM +WILL BE UNINTERRUPTED OR ERROR-FREE. NO INFORMATION OR ADVICE GIVEN +BY NVIDIA, ITS REPRESENTATIVES, AGENTS OR EMPLOYEES SHALL IN ANY WAY +INCREASE THE SCOPE OF THIS WARRANTY. + + (A) Licensee represents and warrants that it has, or will have +prior to the commercial release of the Licensee Products, a valid and +current license to all the Third Party Components referenced in the +exhibits of this Agreement, for use in connection with Licensed +Materials provided pursuant to this Agreement and Licensee Products. + + +8. LIMITATION OF LIABILITY + + IN NO EVENT SHALL: + + (A) NVIDIA BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, +PUNITIVE OR SPECIAL DAMAGES, OF ANY KIND OR CHARACTER, INCLUDING LOST +PROFITS, LOST REVENUE, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, +LOSS OF DATA OR USE, AND CLAIMS BY ANY THIRD PARTY, ARISING OUT OF OR +RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT; AND + + (B) NVIDIA'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT +EXCEED THE AMOUNT PAID BY LICENSEE FOR USE OF THE LICENSED MATERIALS. +THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH +PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS +EXCLUSION AND LIABILITY LIMITATION SHALL APPLY EVEN IF ANY REMEDY +FAILS OF ITS ESSENTIAL PURPOSE. + +9. GENERAL + + 9.2 Governing Law. This Agreement shall be governed in all +respects by the laws of the United States and of the State of +Delaware, without regard to the conflicts of laws principles thereof. + + 9.3 Jurisdiction. The state and/or federal courts residing in +Santa Clara County, California shall have exclusive jurisdiction over +any dispute or claim arising out of this Agreement. + + 9.4 Severability. If for any reason a court of competent +jurisdiction finds any provision of this Agreement, or portion +thereof, to be unenforceable, that provision of the Agreement will be +enforced to the maximum extent permissible so as to affect the intent +of the parties, and the remainder of this Agreement will continue in +full force and effect. This Agreement has been negotiated by the +parties and their respective counsel and will be interpreted fairly in +accordance with its terms and without any strict construction in favor +of or against either party. + + 9.5 Amendments. The Agreement shall not be modified except by a +written agreement that names this Agreement and any provision to be +modified, is dated subsequent to the Effective Date, and is signed by +duly authorized representatives of both parties. + + 9.6 No Waiver. No failure or delay on the part of either party in +the exercise of any right, power or remedy under this Agreement or +under law, or to insist upon or enforce performance by the other party +of any of the provisions of this Agreement or under law, shall operate +as a waiver thereof, nor shall any single or partial exercise of any +right, power or remedy preclude other or further exercise thereof, or +the exercise of any other right, power or remedy; rather the +provision, right, or remedy shall be and remain in full force and +effect. + + 9.7 No Assignment. This Agreement, and each party's rights and +obligations herein, may not be assigned, subcontracted, delegated, or +otherwise transferred by either party without the other party's prior +written consent, and any attempted assignment, subcontract, +delegation, or transfer in violation of the foregoing will be null and +void. The terms of this Agreement shall be binding upon assignees. + + 9.8 Independent Contractors. NVIDIA's relationship to Licensee is +that of an independent Contractor, and neither party is an agent or +partner of the other. Neither party will have, and will not represent +to any third party that it has, any authority to act on behalf of the +other party. + + 9.9 Export Restrictions. The parties acknowledge that the +Licensed Materials are subject to U.S. export control laws and +regulations. The parties agree to comply with all applicable +international and national laws that apply to the Licensed Materials, +including the U.S. Export Administration Regulations, as well as +end-user, end-use and destination restrictions issued by U.S. and +other governments. + + 9.10 U.S. Government Legend. If Licensee is a branch or agency of +the United States Government, the following provision applies. Any +software provided under this Agreement, including any releases are +comprised of "commercial computer software" and "commercial computer +software documentation" as such terms are used in 48 C.F.R. 12.212 and +are provided to the Government (i) for acquisition by or on behalf of +civilian agencies, consistent with the policy set forth in 48 +C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the +Department of Defense, consistent with the policies set forth in 48 +C.F.R. 227.7202-1 and 227.7202-3. + + 9.11 Headings. The headings in this Agreement are for the sole +purpose of convenience of reference and shall not in any way limit or +affect the meaning or interpretation of any of the terms or provisions +of this Agreement. + + 9.12 Counterparts. This Agreement may be executed in +counterparts, each of which shall be deemed an original, and all of +which together shall constitute one instrument. + + 9.13 No Third Party Beneficiaries. This Agreement is solely +between NVIDIA and Licensee. There are no third party beneficiaries, +express or implied, to this Agreement. + + 9.14 Entire Agreement. This Agreement constitutes the entire +agreement between the parties with respect to the subject matter +contemplated herein, and merges all prior and contemporaneous +communications. + + + +Exhibit A + + +1. Coding Technologies/AAC+ + + Licensee shall be solely responsible for either obtaining a proper +patent license under the Essential Patents for end products or to +notify Licensee's respective customers of their obligations to obtain +a proper patent license under the Essential Patents for end products +in which the NVIDIA application processor(s) and/or the NVIDIA +software package may be used. For the purpose of this paragraph, +"Essential Patents" means patents which are infringed by the +manufacture, offer for sale, sale (or other form of +commercialization), use or import of products (hardware or software) +implementing, incorporating, containing or using AACPLUSV2 or by the +application of processes involving AACPLUSV2, including those which +are infringed by any source code provided as part of any specification +characterizing AACPLUSV2. + +2. Thomson Multimedia/MP3 + + Supply of the Licensed Materials does not convey a license under +the relevant intellectual property of Thomson Multimedia and/or +Fraunhofer Gesellschaft nor imply any right to use the Licensed +Materials in any finished end user or ready-to-use final product. An +independent license for such use is required. For details, please +visit http://www.mp3licensing.com + +3. MPEG L.A., L.L.C./MPEG-2 + + USE OF THE APPLICABLE NVIDIA SOFTWARE PACKAGE IN ANY MANNER THAT +COMPLIES WITH THE MPEG-2 STANDARD IS EXPRESSLY PROHIBITED WITHOUT A +LICENSE UNDER APPLICABLE PATENTS IN THE MPEG-2 PATENT PORTFOLIO, WHICH +LICENSE IS AVAILABLE FROM MPEG LA, L.L.C., 250 STREELE STREET, SUITE +300, DENVER, COLORADO 80206. NO LICENSE IS GRANTED HEREIN, BY +IMPLICATION OR OTHERWISE, TO LICENSEE TO USE MPEG 2 INTERMEDIATE +PRODUCTS MANUFACTURED OR SOLD BY LICENSEE. + +4. MPEG-2 AAC + + Licensee shall be solely responsible for either obtaining a valid +and current license from AT&T Corp., Dolby Laboratories Licensing +Corporation, Fraunhofer-Gesellscaft, and Sony Corporation for the +applicable version of MPEG-2 AAC. + +5. Fraunhofer-Gesellschaft MPEG-4 HE-AAC + + Licensee understands and accepts that (a) it may be necessary to +execute a patent license with the appropriate licensing entities in +order to obtain all rights necessary to create Licensee's products; +and (b) Licensee will contact the appropriate licensing entities, +e.g. Via Licensing, and negotiate in good faith the adequate +contracts, if any. In addition, it is hereby understood that in the +event that, besides the Fraunhofer-Gesellschaft patents licensed +through such appropriate licensing entities, any further +Fraunhofer-Gesellschaft patent shall be required in order to use the +Licensed Materials, Fraunhofer-Gesellschaft shall not request from +Licensee any additional payment in order to receive a license to such +further Fraunhofer-Gesellschaft patent, as long as Licensee remains a +valid licensee of such appropriate licensing entity. + +6. Microsoft Windows Media + + Licensee acknowledges that Microsoft Windows Media is provided in +object code form only, solely for the Licensee's own internal +evaluation and testing purposes. + + + Licensee further acknowledges the following notice: "This product +includes technology owned by Microsoft Corporation and cannot be used +or further distributed without a license from Microsoft or a Microsoft +affiliate." + +7. Microsoft PlayReady or WMDRM technology + + Licensee acknowledges that the Licensed Materials (i) contain a +certain version of Microsoft PlayReady or WMDRM technology ("PlayReady +Technology"); and (ii) are subject to certain intellectual property +rights of Microsoft and cannot be used or distributed further without +the appropriate license(s) from Microsoft. + + Licensee represents and warrants that (i) Licensee holds a current +and valid license under a PlayReady Device Agreement and Intermediated +Product Distribution License, a PlayReady Final Product Distribution +License, or a like agreement, with Microsoft or a Microsoft affiliate; +and (ii) Licensee will use the PlayReady Technology provided under +this Agreement in Licensees' software, hardware product, or service +offering that (a) is intended for distribution to and/or use by end +users; and (b) is in a final form with Licensee-owned brand and/or +logo most prominently displayed brand in a fully functional user +interface. + +8. Ogg Vorbis Legal Information + +Copyright (c) 2002, Xiph.org Foundation + + Redistribution and use in source and binary forms, with or without +modification, are permitted provided that the following conditions are +met: + + * Redistributions of source code must retain the above copyright + notice, this list of conditions and the following disclaimer. + + * Redistributions in binary form must reproduce the above + copyright notice, this list of conditions and the following + disclaimer in the documentation and/or other materials provided + with the distribution. + + * Neither the name of the Xiph.org Foundation nor the names of its + contributors may be used to endorse or promote products derived + from this software without specific prior written permission. + + THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND +CONTRIBUTORS ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, +INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF +MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE +DISCLAIMED. IN NO EVENT SHALL THE FOUNDATION OR CONTRIBUTORS BE LIABLE +FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR +CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF +SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR +BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, +WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE +OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN +IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. + +EXHIBIT A-2 + +Adobe Flash Demonstration and Evaluation License ("Adobe License") +Terms and Conditions + + 1. Software License. NVIDIA hereby grants to Licensee a +non-exclusive, non-transferable, royalty free right to use, install, +evaluate, test, demonstrate, publicly perform and display object code +versions of the Adobe Software together with Licensee's product. For +the avoidance of doubt, Licensee has no right to distribute, +sublicense, or otherwise commercialize the Adobe Software, unless and +until Adobe confirms in writing that Licensee has entered into an +appropriate license agreement with Adobe. + + "Adobe Software" means the Adobe Flash Player software version 10 +as modified by NVIDIA, in object code form as delivered by NVIDIA +hereunder. NVIDIA may update the Adobe Software from time to time, in +its sole discretion. + + 2. Period. Licensee's limited license hereunder shall commence on +the Effective Date and remain in effect until terminated by NVIDIA +upon five (5) days written notice. + + 3. Rights. Licensee agrees that it shall take no action in +furtherance of seeking any patent rights or other intellectual +property rights to the Adobe Software. The Software shall be returned +to NVIDIA within fifteen (15) days of the end of the Evaluation +Period. Licensee shall have no rights to sublicense or distribute the +Software. + + 4. Fees. There shall be no fees owed by either party under this +Adobe License. + + 5. Delivery. NVIDIA shall deliver the Adobe Software to Licensee +shortly after execution of this Adobe License. + + 6. Restrictions. Licensee does not have any rights to make use of +the Adobe Software, or in any manner, copy, disseminate, or in any way +circulate the Adobe Software other than as permitted under Section 1 +above. Licensee shall limit access to the Adobe Software to its +employees who need to know such information and who have agreed, +either as a condition to employment or prior to obtaining the Adobe +Software, to be bound by terms and conditions of confidentiality. The +rights herein do not entitle Licensee to use the Adobe Software, or +any technology or intellectual property contained within it, as +reference or inspiration for developing or creating another product in +any way based upon the Adobe Software. Licensee agrees not to +decompile, reverse engineer, reverse assemble, disassemble, or +otherwise reverse engineer or reduce the Adobe Software provided in +object code form to a human-perceivable form. + + 7. Ownership. All right, title, and interest in the Adobe +Software, shall be owned by Adobe. Except as set forth in Section 1 +above, Licensee acquires no license to any NVIDIA or Adobe +intellectual property rights pursuant to this Adobe License. The Adobe +Software, and any partial or whole copies thereof, and all copyright, +patent, trade secret and other intellectual property rights therein, +are and remain the property of Adobe and NVIDIA. The provisions of +this paragraph shall survive expiration or earlier termination of this +Adobe License. NVIDIA does not directly or indirectly grant, or +purport to grant, to Licensee any rights or immunities under Adobe's +intellectual property rights that will subject such intellectual +property rights to an open source license or scheme in which there is +or could be interpreted to be a requirement that as a condition of +use, modification and/or distribution, the Adobe 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. + + + 8. Effect of Termination. Upon termination, the rights granted +hereunder shall cease and all materials furnished to Licensee by +NVIDIA hereunder relating to the Adobe Software shall be returned to +it promptly, together with any copies thereof. + + 9. Disclaimer. NVIDIA PROVIDES THE ADOBE SOFTWARE "AS IS" AND +WITHOUT ANY WARRANTIES. THE ENTIRE RISK AS TO THE RESULTS AND +PERFORMANCE OF THE ADOBE SOFTWARE IS ASSUMED BY LICENSEE. NVIDIA +DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH REGARD +TO THE ADOBE SOFTWARE OR ANY OTHER INFORMATION PROVIDED HEREUNDER, +INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF +MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT +OF THIRD PARTY RIGHTS. + + 10. Limitation on Liability. NOTWITHSTANDING ANY PROVISION IN THIS +AGREEMENT, NEITHER NVIDIA NOR ADOBE SHALL BE LIABLE TO LICENSEE OR ANY +THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL +DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, +WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, +BUSINESS, OR GOODWILL, HOWEVER CAUSED AND ON WHATEVER THEORY, WHETHER +BASED ON BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), +THE FAILURE OR ASSERTED FAILURE OF NVIDIA TO PERFORM ITS OBLIGATIONS +HEREUNDER, OR OTHERWISE, AND WHETHER OR NOT NVIDIA HAS BEEN ADVISED OR +IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NVIDIA's aggregate +liability to Licensee or any third party arising out of or in +connection with this Adobe License or any collateral agreement, +whether in contract, tort (including negligence), or otherwise, shall +be limited to fifty dollars (US$50). + + 11. Relief. As the unauthorized distribution of the Adobe Software +may diminish the value to NVIDIA or Adobe of the proprietary interests +that are the subject of this Adobe License, if Licensee breaches any +of its obligations under this Adobe License, NVIDIA or Adobe shall be +entitled to seek equitable relief to protect its interests therein, +including but not limited to injunctive relief, as well as money +damages. + + 12. Export Restrictions. The parties acknowledge that the Adobe +Software is subject to U.S. export control laws and regulations. The +parties agree to comply with all applicable international and national +laws that apply to the Adobe Software, including the U.S. Export +Administration Regulations and the United States Department of +Commerce, as well as end-user, end-use and destination restrictions +issued by U.S. and other governments. + + 13. Evaluation Feedback. + + 13.1 Feedback by Licensee. You must provide to NVIDIA any +suggestions, comments and feedback regarding the Adobe Software +("Licensee Feedback"). NVIDIA and Adobe may use and include any +Licensee Feedback that you provide to improve the Software or other +technologies and / or products. Accordingly, you grant to NVIDIA, its +subsidiaries, its affiliates and its licensees a perpetual, +irrevocable, worldwide, royalty-free, fully paid-up license to freely +use, have used, sell, modify, reproduce, transmit, license, sublicense +(through multiple tiers of sublicensees, including to Adobe), +distribute (through multiple tiers of distributors), and otherwise +commercialize the Licensee Feedback in the Adobe Software or other +NVIDIA or Adobe technologies and/or products. + + 13.2 Confidential Information. Licensee Feedback is considered +Adobe's confidential information ("Adobe Confidential Information"). +You shall not use or disclose any Adobe Confidential Information +except as expressly authorized herein, and you shall protect all such +Adobe Confidential Information using the same degree of care you use +with respect to your own proprietary information, but in no event with +safeguards less than a reasonably prudent business would exercise +under similar circumstances. You agree to take prompt and appropriate +action to prevent unauthorized use or disclosure of any Adobe +Confidential Information. + + + + +Exhibit E + +(Open Source Portions) + + Licensee agrees that the following terms and conditions shall +apply to its use of certain portions (as referenced below) of the +applicable software packages selected by the Licensee in connection +with this Agreement. For the sake of clarity, Licensee agrees that the +terms and conditions of the Agreement shall continue to govern +Licensee's use of the Software and Licensed Materials. The parties +agree that the capitalized terms used in this exhibit shall have the +same meaning ascribed to such term in the Agreement or any amendment +thereto. + + 1. NVIDIA agrees that the open source portions expressly licensed +under terms and conditions of Excluded Licenses (collectively the +"Open Source Portions"), shall not be subject to the restrictions set +forth in the following section ("No Excluded Licenses") of the +Agreement (or substantially similar provision in the Agreement signed +by Licensee): + + "3.5 No Excluded Licenses. The licenses granted in Section 2.1 do +not include the right to, and Licensee shall not: (a) create +Derivative Work(s) of the Licensed Materials in any manner that would +cause the Licensed Materials, in whole or in part, to become subject +to the terms of an Excluded License; or (b) distribute the Licensed +Materials (or Derivative Works thereof) in any manner that would cause +the Licensed Materials, or any component thereof, to become subject to +the terms of an Excluded License." + + 2. Licensee agrees that it shall not externally distribute, +license or otherwise disclose in any manner the Open Source Portions +until the later of (a) the Licensee Products (as defined in the +Agreement), that incorporates the Open Source Portions, in whole or in +part, is commercialized and made generally available for sale; or (b) +NVIDIA makes generally available to the public the Open Source +Portions in source code form. + + 3. Except as noted otherwise in this Exhibit E, the terms and +conditions of this Exhibit E will supercede any conflicting terms and +conditions between Exhibit E and the Agreement. + + + +EXHIBIT F + +Licensee acknowledges and agrees with this following third party +licensing obligations and/or notices in connection with its use of (a) +Tegra Linux Driver Package; and (b) Chromium: + + +1. GNU General Public License 2.0 + + (For notice purposes only) + + This product includes copyrighted third-party software licensed +under the terms of the GNU General Public License. All third-party +software packages are copyright by their respective authors. GNU +General Public License is hereby incorporated into the Agreement by +this reference. + + http://www.gnu.org/licenses/old-licenses/gpl-2.0.txt + +2. Apache License v2.0 + + (For notice purposes only) + + This product includes copyrighted third-party software licensed +under the terms of the Apache License. All third-party software +packages are copyright by their respective authors. Apache License is +hereby incorporated into the Agreement by this reference. + + http://www.apache.org/licenses/LICENSE-2.0.html + +3. BSD License + + (For notice purposes only) + + This product includes copyrighted third-party software licensed +under the terms of the BSD License. All third-party software packages +are copyright by their respective authors. BSD License is incorporated +into the Agreement by this reference. + + http://www.opensource.org/licenses/bsd-license.php + +4. MIT License + + (For notice purposes only) + + This product includes copyrighted third-party software licensed +under the terms of the MIT License. All third-party software packages +are copyright by their respective authors. MIT License is hereby +incorporated into the Agreement by this reference + + http://www.opensource.org/licenses/mit-license.php + + +REV. 02.28.2012 + + -- cgit v1.2.3