ventana-yocto-2-3-1-sdk-20170830-sh

            Gateworks Corporation SOFTWARE LICENSE AGREEMENT
This is IMPORTANT. 
Please read the following Gateworks Corporation Software License Agreement 
("Agreement") completely. By downloading the software described in
this agreement, you indicate that you accept the terms contained within.
This is a legal agreement between you, as an authorized representative of 
your employer (together "you"), and Gateworks Corporation, Inc. ("Gateworks") 
and its Affiliates. 
It concerns your rights to use this software and any accompanying written 
documentation (the "Licensed Software"). 
In consideration for Gateworks 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 Gateworks.  
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 a single board 
                computer manufactured by Gateworks Corporation 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
1.8             "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 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 Gateworks Licensed Software, Gateworks grants you a 
                world-wide, personal, non-transferable, non-exclusive, 
                license, under Gateworks'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 Gateworks Licensed Software provided to you in source code 
                form (human readable), Gateworks further grants to you a 
                worldwide, personal, non-transferable, non-exclusive, license, 
                under Gateworks'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 
                Gateworks 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 Gateworks or Gateworks'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 Gateworks 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 Gateworks'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 Gateworks 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.  
Section 3. Intellectual Property Rights
3.1             Subject to Gateworks'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 Gateworks.  You agree to 
                assign all, and hereby do assign all rights, title, and 
                interest to any such modifications to the Licensed Software 
                to Gateworks and agree to provide all assistance reasonably 
                requested by Gateworks 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 Gateworks, a Gateworks 
                Affiliate or subsidiary, or a Gateworks 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 Gateworks Corporation 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, Gateworks 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 Gateworks's written request, you will, at your discretion, 
                return to the Gateworks any confidential information including 
                any and all copies thereof or furnish to Gateworks 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             Gateworks 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.
6.2             The warranty recited in this Section 6 extends only to you.  
6.3             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 Gateworks 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
                Gateworks.
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 Arizona.
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 Gateworks of such requirement prior to disclosure,
                that you only disclose information required, and that the 
                you allow Gateworks 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.  Gateworks'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 Gateworks 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:
                Gateworks:       Gateworks Corporation, Inc.
                                3026 S. Higuera Street
                                San Luis Obispo, CA 93401
                                ATTN: Legal department
                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. 
        (a)     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 Gateworks, you will 
                furnish a written certification that you do not use or permit 
                the use of the Licensed Software in anti-personnel landmines.  
        (b)     The Licensed Software is not intended or authorized for use 
                in weapons or systems whose primary purpose is the manufacture 
                of weapons, and you agree that it will not be used for this 
                purpose. Upon request from Gateworks, you will furnish a written 
                certification that you do not use or permit the use of the 
                Licensed Software in weapons or weapons manufacturing systems.  
        (c)     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 Gateworks, 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 Gateworks's performance
                hereunder, an export license is required for Gateworks to 
                lawfully export Licensed Software, then the issuance of the 
                appropriate licenses to Gateworks or its subcontractor shall 
                constitute a condition precedent to Gateworks'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 Gateworks 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 Gateworks or its
                authorized agent access to and copies of such records and 
                information as requested by Gateworks 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 Gateworks 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.
Freescale Semiconductor, Inc.
        If the Licensed Software includes proprietary software developed by 
        Freescale Semiconductor ("Freescale"), you must separately obtain 
        rights beyond evaluation and demonstration in connection with the 
        Freescale 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, Gateworks 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 Gateworks.  
        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.
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