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      1 THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY
      2 BINDING AGREEMENT BETWEEN BROADCOM CORPORATION ("LICENSOR") AND
      3 YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY
      4 TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
      5 AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
      6 IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION
      7 PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE
      8 SOFTWARE OR DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS
      9 SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE
     10 SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL
     11 ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND
     12 SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
     13 
     14    1.  Special Definitions
     15 
     16       a.  The term "Android" means the open source mobile platform, software
     17           stack, operating system, middleware, application programming
     18           interfaces and mobile applications under the trade-name "Android"
     19           distributed at Android.com.
     20 
     21       b.  The term "Android Applications" means a software application or
     22           open-source contribution developed by You, designed to operate with
     23           Android that does not contain or incorporate any of the Software.
     24 
     25       c.  The term "Authorized Android Enabled Device" means only the device
     26           identified on the site from which You downloaded the Software.
     27           The term "Software" means the Licensor's proprietary software and
     28           libraries in object code form, designed for use on the Authorized
     29           Android Enabled Device.
     30 
     31       d.  The term "Authorized Android Enabled Device Software" means a
     32           packaged build for Authorized Android Enabled Devices, consisting
     33           of files suitable for installation on an Authorized Android Enabled
     34           Device using a mechanism such as fastboot mode or recovery mode.
     35 
     36    2.  License Grant
     37 
     38       a.  Subject to the terms of this Agreement, Licensor hereby grants to
     39           You, free of charge, a non-exclusive, non-sublicensable,
     40           non-transferable, limited license, during the term of
     41           this Agreement, to download, install and use the Software
     42           internally in machine-readable (i.e., object code) form and the
     43           Documentation for non-commercial use on an Authorized Android
     44           Enabled Device and non-commercial redistribution of the Authorized
     45           Android Enabled Device Software (the "Limited Purpose"). You may
     46           grant your end users the right to use the Software for
     47           the Limited Purpose.
     48           The license to the Software granted to You hereunder is solely for
     49           the Limited Purpose set forth in this section, and the Software
     50           shall not be used for any other purpose.
     51 
     52    3.  Restrictions
     53 
     54       a.  Retention of Rights. The entire right, title and interest in the
     55           Software shall remain with Licensor and, unless specified in
     56           writing hereunder, no rights are granted to any of the Software.
     57           Except for the right to use the Software for the Limited Purpose,
     58           the delivery of the Software to You does not convey to You any
     59           intellectual property rights in the Software, including, but not
     60           limited to any rights under any patent, trademark, copyright, or
     61           trade secret. Neither the delivery of the Software to You nor any
     62           terms set forth herein shall be construed to grant to You, either
     63           expressly, by implication or by way of estoppel, any license under
     64           any patents or other intellectual property rights covering or
     65           relating to any other product or invention or any combination of
     66           the Software with any other product. Any rights not expressly
     67           granted to You herein are reserved by Licensor.
     68 
     69       b.  No Commercialization or Distribution of the Software and
     70           Documentation. Except as expressly provided in Section 2 of this
     71           Agreement, You shall have no right to (i) copy, disclose,
     72           distribute, publically perform, publically display, transfer,
     73           alter, modify, translate, disassemble, decompile, reverse engineer,
     74           or adapt the Software and Documentation, or any portion thereof, or
     75           create any derivative works based thereon; (ii) rent, lease,
     76           assign, sublicense, resell, disclose or otherwise transfer the
     77           Software and Documentation in whole or in part to any third party
     78           (iii) use the Software and Documentation except for the Limited
     79           Purpose, (iv) remove or alter any of the copyright or proprietary
     80           notices contained in any of the Software and Documentation. For the
     81           purposes of clarity, nothing in this Agreement prohibits You from
     82           making and distributing Android Applications under commercial or
     83           non-commercial terms, provided that You shall not contain,
     84           incorporate, and/or compile the Software or any of its derivative
     85           works, in whole or in part, into Your Android Applications and/or
     86           any software/devices created by You or by third parties acting on
     87           Your behalf. You and any such third party shall comply with all of
     88           the terms and conditions of this Agreement.
     89 
     90       c.  No Reverse Engineering. Except for any portions of the Software
     91           provided to You in source code format and except for any third
     92           party code distributed with the Software that is licensed under
     93           contrary terms, You will not reverse engineer, disassemble,
     94           decompile, or translate the Software, or otherwise attempt to
     95           derive the source code version of the Software, except if and to
     96           the extent expressly permitted under any applicable law.
     97 
     98       d.  Third Party Software. You agree that Android may contain third
     99           party software. You agree that you may not distribute such third
    100           party software for any purpose without appropriate licenses from
    101           the applicable third party or parties.
    102 
    103       e.  No Transfer or Assignment. You shall not assign any of its rights
    104           or obligations under this Agreement. Any attempted assignment in
    105           contravention of this Section shall be void.
    106 
    107    4.  Indemnity
    108 
    109       a.  You agree to indemnify and hold harmless Licensor and
    110           its officers, directors, customers, employees and successors and
    111           assigns (each an "Indemnified Party") against any and all claims,
    112           demands, causes of action, losses, liabilities, damages, costs and
    113           expenses, incurred by the Indemnified Party (including but not
    114           limited to costs of defense, investigation and reasonable
    115           attorney's fees) arising out of, resulting from or related to
    116           (i) any software, products, documentation, content, materials or
    117           derivative works created or developed by You using the Software
    118           which causes an infringement of any patent, copyright, trademark,
    119           trade secret, or other property, publicity or privacy rights of any
    120           third parties arising in any jurisdiction anywhere in the world,
    121           (ii) the download, distribution, installation, storage, execution,
    122           use or transfer of such software, products, documentation, content,
    123           materials or derivative works by any person or entity, and/or
    124           (iii) any breach of this Agreement by You. If requested by an
    125           Indemnified Party, You agree to defend such Indemnified Party in
    126           connection with any third party claims, demands, or causes of
    127           action resulting from, arising out of or in connection with any of
    128           the foregoing.
    129 
    130    5.  Limitation of Liability
    131 
    132       a.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO
    133           CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL
    134           LICENSOR, ITS AFFILIATES AND/OR ITS DIRECTORS, OFFICERS,
    135           EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
    136           SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT
    137           LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
    138           INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING
    139           OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD,
    140           INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF
    141           LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
    142           DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
    143           EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO
    144           THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.
    145           IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY
    146           TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF
    147           ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE,
    148           INDEMNIFICATION OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS
    149           (US$100). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE
    150           DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
    151           THE PARTIES HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK
    152           AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS
    153           PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE
    154           PARTIES.
    155 
    156    6.  No Warranty
    157 
    158       a.  LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
    159           RESPECT TO THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS
    160           AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
    161           MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST
    162           INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF
    163           TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
    164           NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A
    165           WARRANTY OR REPRESENTATION BY LICENSOR (I) AS TO THE VALIDITY OR
    166           SCOPE OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT
    167           AND (II) THAT ANY MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT
    168           OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF
    169           OTHERS, AND IT SHALL BE THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH
    170           DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF
    171           LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF THIRD
    172           PARTIES. Licensor SHALL NOT HAVE ANY OBLIGATION TO
    173           PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER THIS AGREEMENT.
    174 
    175    7.  Term and Termination
    176 
    177       a.  This Agreement shall be effective on the date You accept this
    178           Agreement and shall remain in effect until terminated as provided
    179           herein. You may terminate the Agreement at any time by deleting and
    180           destroying all copies of the Software and all related information
    181           in Your possession or control. This Agreement terminates
    182           immediately and automatically, with or without notice, if You fail
    183           to comply with any provision hereof. Additionally, Licensor may at
    184           any time terminate this Agreement, without cause, upon notice to
    185           You. Upon termination You must delete or destroy all copies of the
    186           Software in Your possession, and the license granted to You in this
    187           Agreement shall terminate. Sections 3, 4, 5, 6 and 8 shall survive
    188           the termination of this Agreement.
    189 
    190    8.  Miscellaneous
    191 
    192       a.  Governing Law. This Agreement is governed and interpreted in
    193           accordance with the laws of the State of California without giving
    194           effect to its conflict of laws provisions. The United Nations
    195           Convention on Contracts for the International Sale of Goods is
    196           expressly disclaimed and shall not apply. Any claim arising out of
    197           or related to this Agreement must be brought exclusively in a
    198           federal or state court located in Santa Clara County, California
    199           and You consent to the jurisdiction and venue of such courts.
    200 
    201       b.  Waiver and Severability. The failure of either party to require
    202           performance by the other party of any provision of this Agreement
    203           shall not affect the full right to require such performance at any
    204           time thereafter; nor shall the waiver by either party of a breach
    205           of any provision of this Agreement be taken or held to be a waiver
    206           of the provision itself. Severability. If any provision of this
    207           Agreement is unenforceable or invalid under any applicable law or
    208           is so held by applicable court decision, such unenforceability or
    209           invalidity shall not render this Agreement unenforceable or invalid
    210           as a whole, and such provision shall be changed and interpreted so
    211           as to best accomplish the objectives of such unenforceable or
    212           invalid provision within the limits of applicable law or
    213           applicable court decisions.
    214 
    215       c.  Amendment and Modification. This Agreement and any of its terms and
    216           provisions may only be amended, modified, supplemented or waived in
    217           a writing signed by both parties hereto.
    218 
    219       d.  Compliance with Laws. You shall comply with all applicable laws,
    220           rules, and regulations in connection with its activities under this
    221           Agreement.
    222 
    223       e.  Entire Agreement. This Agreement completely and exclusively states
    224           the agreement between You and Licensor regarding this subject
    225           matter.
    226