LA_OPT_43_v1 November 2012
NXP SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT – GOOGLE WIDEVINE
IMPORTANT. Read the following NXP Semiconductors Software License Agreement (“Agreement”) completely. By selecting the "I Accept" button at the end of this page, you indicate that you accept the terms of this Agreement. You may then download the file.
This is a legal agreement between you, as an authorized representative of your employer (together “you”), and NXP Semiconductors, Inc. ("NXP") and its Affiliates. It concerns your rights to use this software and any accompanying written documentation (the "Licensed Software"). In consideration for NXP 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 the Licensed Software. If at any point you no longer agree to all the terms of this Agreement, stop using the Licensed Software immediately 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 that have not been destroyed, will continue to be governed by this Agreement. Your prior use of the Licensed Software will also continue to be governed by this Agreement.
Section 1. Definitions
1.1 “Affiliate” means, any party, any corporation, or entity directly or indirectly controlled by, controlling, or under common control with NXP.
1.2 "Authorized System" means the hardware system(s) or software program(s) marketed by you which contains an i.MX processor and for which the Licensed Software will be adapted by Licensor pursuant to this Agreement and with which the Licensed Software will be integrated. An Authorized System must be a consumer electronic device and/or hardware apparatus such as a television, mobile device, set top box, Blu-Ray player, tablet or media players of any kind.
1.3 “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 such 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.
1.4 “Intellectual Property Rights” means any and all rights under statute, 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.
1.5 "Licensed Software" means the Widevine Security software and the associated documentation and any updates thereto NXP may provide under this Agreement.
Section 2. Licenses
2.1 Open Source Software is not licensed under the terms of this Agreement, but is instead licensed under the terms of applicable open source license(s), such as the BSD License, Apache License or the GNU Lesser General Public License. Your use of the open source software is subject to the terms of each applicable license. You must agree to the terms of each such applicable license, or you should not use the open source software. The Honeycomb BSP is not open source software, but rather Google proprietary pre-release code. However, you may release the Google proprietary pre-release software code licensed under the General Public License (GPL) and Lesser General Public License (LGPL as required by the GPL and LGPL licenses.
2.2 For NXP Licensed Software, NXP grants you a world-wide, personal, non-transferable, non-exclusive, license, under NXP’s Intellectual Property Rights, subject to your remaining in good standing as a licensee of Google, Inc. which allows you to distribute the Licensed Software in Authorized Systems and to your continued compliance with the Robustness Requirements of Exhibit A:
(a) to use, only as part of, or integrated within, Authorized Systems and not on a stand alone basis, the Licensed Software; and
(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 stand alone basis.
2.3 You are solely responsible for obtaining any necessary third party approvals and any licenses for any necessary Essential Patents for their use in connection with technology that you incorporate into the your Authorized System (whether as part of the Licensed Software or not).
2.4 The Licensed Software is licensed to you, not sold. Title to Licensed Software delivered hereunder remains vested in NXP or Our 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 NXP or third party intellectual property.
2.5 You may not modify, translate, enhance, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, 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.
2.6 You must reproduce any and all of Our (or its third party licensor’s) copyright notices and other proprietary legends on copies of Licensed Software.
2.7 If you distribute the Licensed Software to the United States Government, then the Licensed Software is “restricted computer software” and is subject to FAR 52.227-19 (c)(1) and (c)(2).
2.8 You grant to NXP 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).
2.9 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 and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be (A) disclosed or distributed in source code form; (B) licensed for the purpose of making derivative works; or (C) redistributable at no charge.
2.10 You will not provide, disclose, reproduce in any form, or to give access to Licensed Software to any employee other than those employees who (i) are under non-disclosure contractual obligations at least as restrictive as set forth herein, (ii) are only allowed to access the Android Pre-Release Software at Authorized Sites; and (iii) have a need to have access to or copies of the Android Pre-Release Software in connection with the development of an Authorized System.
3.1 Subject to NXP’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.
3.2 Your modifications to the Licensed Software, and all intellectual property rights associated with, and title thereto, will be the property of NXP. You agree to assign all, and hereby do assign all rights, title, and interest to any such modifications to the Licensed Software to NXP and agree to provide all assistance reasonably requested by NXP to establish, preserve or enforce such right. Further, you agree to waive all moral rights relating to your 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 hereto to any such modifications made by you or your licensor’s.
Section 4. Patent Covenant not to Sue
4.1 As partial, material consideration for the rights granted to you under this Agreement, you covenant not to sue or otherwise assert your Patents against NXP, an NXP Affiliate or subsidiary, or an NXP 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 thereof.
Section 5. Term and Termination
5.1 This Agreement will remain in effect unless terminated as provided herein.
5.2 You may terminate this Agreement immediately upon written notice to NXP at the address provided below.
5.3 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.
5.4 Notwithstanding the foregoing, NXP may terminate this Agreement immediately upon written notice if you:
(a) breach any of your confidentiality obligations or the license restrictions under this Agreement;
(b) become bankrupt or insolvent, or file a petition therefore;
(c) make an assignment for the benefit of its creditors;
(d) enter proceedings for winding up or dissolution;
(e) are dissolved; or
(f) are nationalized or is subject to the expropriation of all or substantially all of its business or assets.
5.5 Upon termination of this Agreement, all licenses granted under Section 2 will expire, except that any licenses extended to end-users pursuant to Section 2.2 (c) which have been granted prior to such termination will survive.
5.6 After termination of this Agreement by either party and upon NXP’s written request, you will, at your discretion, return to the NXP any confidential information including any and all copies thereof or furnish to NXP 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.
5.7 Notwithstanding the termination of this Agreement for any reason, the terms of Sections 1, 2.5 – 2.10, 3, 4, 5.6, 5.7, 7 and 8 will survive.
Section 6. Warranty
6.1 Authority. Each party represents and warrants that (a) such party has the authority to enter into this Agreement without any additional approvals or consents not previously obtained, (b) the person executing this Agreement on behalf of such party is duly authorized to execute this Agreement on behalf of such party in the capacity in which such person has executed this Agreement, and (c) to the best of such party’s knowledge, this Agreement is fully enforceable in accordance with its terms.
6.2 Warranty Disclaimer. THE LICENSED SOFTWARE IS PROVIDED “AS IS.” TO FULLEST EXTENT PERMITTED BY LAW, NXP DISCLAIMS, ON BEHALF OF ITSELF AND ITS LICENSORS, ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE.
Section 7. Indemnification
7.1 You will defend, indemnify and hold harmless NXP and its licensors from any and all damages claims, liabilities, and costs (including reasonable attorney’s fees) related to your (including contractor’s and licensee’s) use of the Licensed Software and/or (2) your (including contractor’s and licensee’s) violation of the terms and conditions of this Agreement. You are excused from this obligation to the extent any such claim arises solely from the Licensed Software as provided by NXP.
Section 8. General Provisions
8.1 Amendments and Waivers. No amendment of any provision of this Agreement will be valid unless stated in writing and signed by authorized representatives of each of the parties. No waiver by any party of any default, misrepresentation or covenant herein, whether intentional or not, will be deemed to extend any prior or subsequent default, misrepresentation, or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.
8.2 Choice of Law. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Texas as if entered into in that State by citizens of that State to be performed wholly within that State, and without regard to its conflict of laws provision. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
8.3 Confidential Information.
(a) By virtue of this Agreement, you may have access to information that is confidential to NXP or its licensors ("Confidential Information"). “Confidential Information” means the specific terms of this Agreement, the Licensed Software (including without limitation all object code and source code), and any information, data or other materials provided by NXP to you under or in connection with this Agreement (other than information intended to be disclosed to third parties as set forth herein) that is (a) clearly and conspicuously marked as “confidential” or with a similar designation; (b) is identified by NXP as confidential and/or proprietary before, during, or promptly after presentation or communication; or (c) is disclosed in a manner which NXP reasonably communicated, or you should reasonably have understood under the circumstances, that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used.
(b) Confidential Information will not include information which: (a) is or becomes a part of the public domain through no act or omission of yours; or (b) was in your lawful possession prior to the disclosure and had not been obtained by you either directly or indirectly from NXP; or (c) is lawfully disclosed to you by a third party without restriction on disclosure; or (d) you can adequately demonstrate was independently developed by the you without use of or reference to the Confidential Information.
(c) You will hold the Confidential Information in confidence and protect the Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as you use to protect your own confidential information of a like nature. You will not make the Confidential Information available in any form to any third party or use the Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement. You will immediately notify NXP and shall take all steps to protect NXP from harm resulting from any breach of confidentiality or any other breach of this Agreement, whether or not such breach was inadvertent.
8.4 Counterparts. This Agreement may be executed in one or more original counterparts, all of which together will constitute one agreement, and facsimile signatures will have the same effect as original signatures.
8.5 Entire Agreement. This Agreement, including its attachments, constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, by or among the parties regarding such subject matter.
8.6 Limitation of Liability. EXCLUDING LIABILITY FOR A BREACH OF SECTION 8.3 (CONFIDENTIALITY), BREACHES OF THE LICENSE GRANTS IN SECTION 2, OR CLAIMS UNDER SECTION 7, IN NO EVENT WILL EITHER PARTY, OR NXP’S LICENSORS, BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP’S, AND NXP’S LICENSORS, TOTAL LIABILITY FOR ANY AND 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 NXP IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE DISCLAIMER OF WARRANTIES, EXCLUSIVE REMEDIES AND LIMITED LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND NXP. YOU AGREE THAT NXP WOULD NOT BE ABLE TO PROVIDE THE LICENSED SOFTWARE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
8.7 Notices. All notices and communications under this Agreement will be made in writing, and will be effective when received at the following addresses:
NXP: NXP Semiconductors, Inc.
6501 William Cannon Drive, West
Austin, Texas 78735
ATTN: General Manager, IMM
With a copy to: NXP Semiconductors, Inc.
6501 William Cannon Drive, West
Law Department – OE63
Austin, Texas 78735
ATTN: Law Director, IMM
You: The address provided at registration will be used.
Either party may change its notice information upon notice to the other party.
8.8 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.
8.9 Severability. If any provision of this Agreement is held for any reason to be invalid or unenforceable 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 a party 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 parties’ intention underlying the invalid or unenforceable provision.
8.10 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.
8.11 Unauthorized Use. The Licensed Software is not intended or authorized for use in anti-personnel landmines, and you agree that it will not be used for this purpose. Upon request from NXP, you will furnish a written certification that you do not use or permit the use of the Licensed Software in anti-personnel landmines. The Licensed Software is not intended or authorized for use in products surgically implanted into the body, for life support or for other products in which a product failure could cause personal injury or death. If you permit the uses of Licensed Software for these unintended or unauthorized uses, you will fully indemnify, defend, and hold harmless NXP, its Affiliates, subsidiaries, officers and directors, employees, and distributors from all liability related to such use, including attorneys’ fees and costs.
8.12 Export. You will not resell, re-export, or provide, directly or indirectly, the Licensed Software or direct product thereof, in any form without obtaining appropriate export or re-export licenses from the United States Government and from the country from which the export or re-export is to occur. An export occurs when products, technology, or software is transferred from one country to another by any means, including physical shipments, FTP file transfers, E-mails, faxes, remote server access, conversations, and the like. An export also occurs when technology or software is transferred to a foreign national in the United States, or foreign national of the country in which the business activity is taking place. A foreign national is any person who is neither a citizen nor permanent resident of the United States, or the country in which the business activity is taking place. Furthermore, if an export/import license, permit or other government required authority (collectively referred to as “government authorization”) is required to transfer technology, software, hardware or other NXP property to non- NXP party(ies)and is not approved, then NXP is not obligated to transfer the Licensed Software under this Agreement until such “government authorization” is granted.
8.13 Audit. You will maintain accurate and up-to-date records pertaining to this Agreement and will grant NXP or its authorized agent access to and copies of such records and information as requested by NXP that pertain to your obligations under this Agreement. Such access will be granted upon reasonable advance written notice, and be conducted during normal business hours with minimal impact to your business operations, and subject to confidentiality restrictions. You will maintain such records for a period of at least three (3) years from the date of termination of this Agreement. You must make prompt adjustment to compensate for any errors and/or omissions disclosed by such examination or audit.
EXHIBIT A: Robustness Requirements
Probing point : Standard connections/sockets accessible from outside or from inside the receiving device.
Non encrypted content : Content that was protected by Google’s DRM and that has been decrypted.
User accessible buses : Refer to buses such as PCI buses and serial links. User accessible buses exclude memory buses, CPU buses and portions of the receiving Device’s internal architecture.
Boot Loader: Software that ensures the download of the receiving device firmware.
You will make commercially reasonable efforts to ensure that your Authorized System is designed and manufactured to comply with the following security robustness requirements. The level of protection is expected to be reached in a reasonable way and so that:
1. Protections cannot be defeated or circumvented using general purpose tools or equipment such as screwdrivers, clips or soldering irons or using specialized electronic tools such as debuggers or decompilers.
2. Protections can only with difficulty be defeated or circumvented using professional tools or equipment such as logic analyzers, chip disassembly system or in circuit-emulators.
3. An update mechanism shall be present to enable recovery from a global hack.
1. Your Authorized System will not expose any mechanism through probing points, service menus or functions that will enable somebody to defeat or expose any of the implemented security measures.
2. Your Authorized System will have a secure Boot-Loader that cannot be read or written to from outside of your Authorized System
3. All code loaded by the Boot-Loader shall first be authenticated by the Boot-Loader.
4. Internal keys and decrypted content willl not be present on any user accessible bus.
5. Your Authorized System will implement tamper resistant key protection.
6. Your Authorized System will be designed and manufactured with one or more unique parameters stored in read-only memory.
7. Your Authorized System will protect against the external revealing or discovery of the Google’s DRM unique parameters that are used to uniquely identify your Authorized System.
8. Your Authorized System will protect against any attempt to discover and reveal the methods and algorithms of generating keys.
9. Non-encrypted content shall not be present on any user accessible buses.
10. The flow of non-encrypted content and keys between both software and hardware distributed components in your Authorized System will be protected from interception and copying.
11. Software shall perform self checking functions to detect unauthorized modification.
12. Your Authorized System will protect against the disabling of output protections.
13. Any unauthorized modification of any of the software functions involved in the security implementation shall result in the failure of the decryption process.
14. Your Authorized System hardware components should be designed in such a way that prevents attempts to reprogram, remove or replace any of the hardware components involved in the security solution on your Authorized System.
15. Reprogramming, removal or replacement of any of the hardware components involved in the security solution of your Authorized System will result in the failure of the decryption process.
16. Google keyboxes shall be factory provisioned by Licensee enabling a hardware root of trust.
17. Non-encrypted content shall only be delivered to outputs that are protected by a trusted protection system. Trusted protection systems include Macrovision, CGMS-A, HDCP and DTCP-IP. Triggering APIs shall be exposed to the Google DRM.