EULA

FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT

IMPORTANT. Read the following Freescale Semiconductor 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 Freescale Semiconductor, Inc. ("Freescale") and
its Affiliates. It concerns your rights to use this software and any
accompanying written documentation (the "Licensed Software"). In consideration
for Freescale 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 corporation, or entity directly or indirectly
controlled by, controlling, or under common control with Freescale.

1.2 "Authorized Employees" means your employees or contractors 
working at your premises on your behalf under a work for hire agreement

1.3 "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.

1.4 "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.

1.5 "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.

1.6 "Licensed Software" means the software and the associated documentation.

1.7 "Agreement" means this document and the following Appendices which are
attached hereto and included herein by reference :

- Appendix A : Other License Grants and Rights

Section 2. Licenses

2.1 Separate license grants and rights to Third Party Software, if different
from those granted in this Section 2, are as identified on Appendix A.

2.2 For Freescale Licensed Software, Freescale grants you a world-wide,
personal, non-transferable, non-exclusive, license, under Freescale's
Intellectual Property Rights:
(a) to use, only as part of, or integrated within, Authorized Systems and not
on a stand alone basis, the Licensed Software;
(b) to reproduce, only as part of, or integrated within, Authorized Systems
and not on a stand alone basis, the Licensed Software;
(c) 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.  Notwithstanding the foregoing, those files marked as
.h files ("Header files") may be distributed in source or object code form,
but only as part of, or embedded within Authorized Systems.
(d) to copy, use and distribute as needed, solely in connection with an
Authorized System, the proprietary information for the purpose of developing,
maintaining and supporting Authorized Systems with which the Licensed Software
is integrated.

2.3 For Freescale Licensed Software provided to you in source code form (human
readable), Freescale further grants to you a worldwide, personal,
non-transferable, non-exclusive, license, under Freescale's Intellectual
Property Rights:
(a) to prepare derivative works, only as part of, or integrated within,
Authorized Systems and not on a stand alone basis, of the Licensed Software;
(b) to use, demonstrate, copy, distribute, market and sell derivative works of
the Licensed Software in object code (machine readable) only as part of, or
integrated within, Authorized Systems and not on a stand alone basis.
Notwithstanding the foregoing, those files marked as .h files ("Header files")
may be distributed in source or object code form, but only as part of, or
embedded within Authorized Systems.

2.4 You may use subcontractors on your premises to exercise your rights under
Section 2.2 and 2.3 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.

2.5 The licenses granted above in section 2.3 only extend to Freescale
intellectual property rights that would be infringed by the Licensed Software
prior to your preparation of any derivative work.

2.6 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).

2.7 The Licensed Software is licensed to you, not sold.  Title to Licensed
Software delivered hereunder remains vested in Freescale or Freescale'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 Freescale or third party intellectual
property.

2.8 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.

2.9 You must reproduce any and all of Freescale's (or its third party
licensor's) copyright notices and other proprietary legends on copies of
Licensed Software.

2.10 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).

2.11 You grant to Freescale 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).

2.12 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.

Section 3. Intellectual Property Rights

3.1 Subject to Freescale'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 Freescale.
You agree to assign all, and hereby do assign all rights, title, and interest
to any such modifications to the Licensed Software to Freescale and agree to
provide all assistance reasonably requested by Freescale 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 Freescale, a Freescale Affiliate or subsidiary, or a Freescale
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
Freescale 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, Freescale 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
Sections 2.2 (c), 2.2 (d) and 2.3 (b) which have been granted prior to such
termination will survive.

5.6 After termination of this Agreement by either party and upon Freescale's
written request, you will, at your discretion, return to the Freescale any
confidential information including any and all copies thereof or furnish to
Freescale 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 - 2.12, 3, 4, 5.6, 5.7, 7 and 8 will survive.

Section 6. Warranty 

6.1 Freescale warrants that for the 30 day period following your download of
the Licensed Software that the Licensed Software as delivered is free of
material defects in materials and workmanship.

6.2 If Licensed Software is not as warranted, Freescale will, at its sole
option, and as your exclusive remedy, either refund the fees associated with
such Licensed Software, repair, or replace with the same or equivalent
products that meet this warranty.  This warranty does not apply to Licensed
Software that has been subjected to improper testing, assembly, mishandling,
modification, or misuse, whether by you or by others.  This warranty will not
be expanded, and no obligation or liability will arise, due to technical
advice or assistance, qualification or testing data, computerized data,
facilities or service Freescale may provide in connection with the Licensed
Software.

6.3 Freescale does not warrant that the functions contained in the 
Licensed Software will meet your requirements or that the operation of the 
Licensed Software will be uninterrupted or error free.

6.4 The warranty recited in this Section 6 extends only to you.  

6.5 THIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER
WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY
QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE
UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE
FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

Section 7. Indemnification

7.1 You will defend, indemnify and hold harmless Freescale 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 Freescale.  

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.

8.3 Confidential Information.  You will 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 others than employees or contractors who have a need to know of
the Licensed Software and who have executed written agreements obligating them
to protect such Licensed Software.  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 Freescale of such requirement prior to disclosure,
that you only disclose information required, and that the you allow Freescale
the opportunity to object to such court or other legal body requiring such
disclosure.

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 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.  FREESCALE'S 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 FREESCALE IN
CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED.

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: 
      Freescale:	Freescale Semiconductor, Inc.
      			6501 William Cannon Drive, West
      			Austin, Texas 78735
      			ATTN:  General Manager, Multimedia Applications Division
      
      With a copy to:	Freescale Semiconductor, Inc.
      			6501 William Cannon West	OE62
      			Austin, Texas 78735
      			ATTN: Law Director, Multimedia Applications Division
      
      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 Freescale, 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 Freescale, its Affiliates, subsidiaries, officers and directors,
employees, and distributors from all liability related to such use, including
attorneys' fees and costs.  

8.12 Export.  If, at the time or times of Freescale's performance hereunder,
an export license is required for Freescale to lawfully export Licensed
Software, then the issuance of the appropriate licenses to Freescale or its
subcontractor shall constitute a condition precedent to Freescale's
obligations hereunder. You understand and agree that you will not by any means
or method, export, re-export, resell, ship or divert or cause to be exported,
re-exported, resold, shipped, or diverted, directly or indirectly, the
Licensed Software, or any Freescale product or technology except as permitted
by and in accordance with the laws and regulations of the United States and,
if different than the United States, the country from which the export or
re-export originates.

8.13 International Sale of Goods.  The United Nations Convention on Contracts
for the International Sale of Goods will not apply to this document.

8.14 Audit.  You will maintain accurate and up-to-date records pertaining to
this Agreement and will grant Freescale or its authorized agent access to and
copies of such records and information as requested by Freescale 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.

APPENDIX A
Other License Grants and Rights:

The Licensed Software may include some or all of the following software which
is not Freescale proprietary software and the rights granted herein are
limited to those rights provided below:

Open Source Software.  

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.

Atheros 

If the Licensed Software includes proprietary software developed by Atheros,
you must separately obtain rights beyond evaluation and demonstration in
connection with the Atheros software.

Coding Technologies, acquired by Dolby Laboratories ("CTS")

If the Licensed Software includes software developed by CTS, you must
separately obtain rights beyond evaluation and demonstration in connection
with the CTS software from Dolby Laboratories.

Microsoft

If the Licensed Software includes software owned by the Microsoft Corporation
("Microsoft"), it is subject to the terms of your license with Microsoft (the
"Microsoft Underlying Software") and as such, Freescale grants no license to
you, beyond evaluation and demonstration in connection with Freescale
processors, in the Microsoft Underlying Software.  You must separately obtain
rights beyond evaluation and demonstration in connection with the Microsoft
Underlying Software from Microsoft.

Microsoft does not provide support services for the components provide to you
through this Agreement.  If you have any questions or require technical
assistance, please contact Freescale.  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 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 SOFTWARE.

SanDisk Corporation Software

            If the Licensed Software includes software developed by SanDisk 
Corporation ("SanDisk"), you must separately obtain the rights to reproduce and 
distribute this software in source code form from SanDisk.  Please follow these 
easy steps to obtain the license and software:

1.         Contact your local SanDisk sales representative to obtain the SanDisk 
License Agreement. 

2.         Sign the license agreement.  Fax the signed agreement to SanDisk USA 
marketing department at 408-542-0403.  The license will be valid when fully 
executed by SanDisk.

3.         If you have specific questions, please send an email to 
sales@sandisk.com

            You may only use the SanDisk Corporation Software on products 
compatible with a SanDisk Secure Digital Card.  You may not use the SanDisk 
Corporation Software on any memory device product.  SanDisk retains all rights 
to any modifications or derivative works to the SanDisk Corporation Software 
that you may create.

Global Locate 

If the Licensed Software includes software and hardware developed by Global
Locate, Inc. ("Global Locate"), and acquired by Broadcom Corporation, you must
separately obtain rights beyond evaluation and demonstration for the Global
Locate software from Broadcom Corporation.

 
CSR

If the Licensed Software includes software and hardware developed by Cambridge 
Silicon Radio, Inc. ("CSR"), you must separately obtain rights beyond evaluation 
and demonstration for the CSR software from CSR.

LAOPT 27
Update 9/2011