{
  "key": "broadcom-proprietary",
  "short_name": "Broadcom Proprietary",
  "name": "Broadcom Proprietary License",
  "category": "Proprietary Free",
  "owner": "Broadcom",
  "spdx_license_key": "LicenseRef-scancode-broadcom-proprietary",
  "text": "SOFTWARE LICENSE AGREEMENT \n \nUnless you and Broadcom Corporation (\"Broadcom\") execute a separate written \nsoftware license agreement governing use of the accompanying software, this \nsoftware is licensed to you under the terms of this Software License \nAgreement (\"Agreement\").   \n \nANY USE, REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE CONSTITUTES YOUR \nACCEPTANCE OF THIS AGREEMENT. \n \n1.\tDEFINITIONS. \n \n1.1.\t\"Broadcom Product\" means any of the proprietary integrated circuit \nproduct(s) sold by Broadcom with which the Software was designed to be used, \nor their successors. \n \n1.2.\t\"Licensee\" means you or if you are accepting on behalf of an entity \nthen the entity and its affiliates exercising rights under, and complying \nwith all of the terms of this Agreement. \n \n1.3.\t\"Software\" shall mean that software made available by Broadcom to \nLicensee in binary code form with this Agreement. \n \n2.\tLICENSE GRANT; OWNERSHIP \n \n2.1.\tLicense Grants.  Subject to the terms and conditions of this Agreement, \nBroadcom hereby grants to Licensee a non-exclusive, non-transferable, \nroyalty-free license (i) to use and integrate the Software in conjunction \nwith any other software; and (ii) to reproduce and distribute the Software \ncomplete, unmodified and only for use with a Broadcom Product. \n \n2.2.\tRestriction on Modification.  If and to the extent that the Software is \ndesigned to be compliant with any published communications standard \n(including, without limitation, DOCSIS, HomePNA, IEEE, and ITU standards), \nLicensee may not make any modifications to the Software that would cause the \nSoftware or the accompanying Broadcom Products to be incompatible with such \nstandard.   \n \n2.3.\tRestriction on Distribution.  Licensee shall only distribute the \nSoftware (a) under the terms of this Agreement and a copy of this Agreement \naccompanies such distribution, and (b) agrees to defend and indemnify \nBroadcom and its licensors from and against any damages, costs, liabilities, \nsettlement amounts and/or expenses (including attorneys' fees) incurred in \nconnection with any claim, lawsuit or action by any third party that arises \nor results from the use or distribution of any and all Software by the \nLicensee except as contemplated herein.  \n \n2.4.\tProprietary Notices.  Licensee shall not remove, efface or obscure any \ncopyright or trademark notices from the Software.  Licensee shall include \nreproductions of the Broadcom copyright notice with each copy of the \nSoftware, except where such Software is embedded in a manner not readily \naccessible to the end user.  Licensee acknowledges that any symbols, \ntrademarks, tradenames, and service marks adopted by Broadcom to identify the \nSoftware belong to Broadcom and that Licensee shall have no rights therein. \n \n2.5.\tOwnership.  Broadcom shall retain all right, title and interest, \nincluding all intellectual property rights, in and to the Software.  Licensee \nhereby covenants that it will not assert any claim that the Software created \nby or for Broadcom infringe any intellectual property right owned or \ncontrolled by Licensee. \n \n2.6.\tNo Other Rights Granted; Restrictions.  Apart from the license rights \nexpressly set forth in this Agreement, Broadcom does not grant and Licensee \ndoes not receive any ownership right, title or interest nor any security \ninterest or other interest in any intellectual property rights relating to \nthe Software, nor in any copy of any part of the foregoing.  No license is \ngranted to Licensee in any human readable code of the Software (source code). \nLicensee shall not (i) use, license, sell or otherwise distribute the \nSoftware except as provided in this Agreement, (ii) attempt to reverse \nengineer, decompile or disassemble any portion of the Software; or (iii) use \nthe Software or other material in violation of any applicable law or \nregulation, including but not limited to any regulatory agency, such as FCC, \nrules. \n \n3.\tNO WARRANTY OR SUPPORT \n \n3.1.\tNo Warranty. THE SOFTWARE IS OFFERED \"AS IS,\" AND BROADCOM GRANTS AND \nLICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, \nCOMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE.  BROADCOM SPECIFICALLY \nDISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC \nPURPOSE OR NONINFRINGEMENT CONCERNING THE SOFTWARE OR ANY UPGRADES TO OR \nDOCUMENTATION FOR THE SOFTWARE.  WITHOUT LIMITATION OF THE ABOVE, BROADCOM \nGRANTS NO WARRANTY THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT \nINTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS \nTHEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR \nRELIABILITY. \n \n3.2.\tNo Support.  Nothing in this agreement shall obligate Broadcom to \nprovide any support for the Software. Broadcom may, but shall be under no \nobligation to, correct any defects in the Software and/or provide updates to \nlicensees of the Software.  Licensee shall make reasonable efforts to \npromptly report to Broadcom any defects it finds in the Software, as an aid \nto creating improved revisions of the Software. \n \n3.3.\tDangerous Applications.  The Software is not designed, intended, or \ncertified for use in components of systems intended for the operation of \nweapons, weapons systems, nuclear installations, means of mass \ntransportation, aviation, life-support computers or equipment (including \nresuscitation equipment and surgical implants), pollution control, hazardous \nsubstances management, or for any other dangerous application in which the \nfailure of the Software could create a situation where personal injury or \ndeath may occur.  Licensee understands that use of the Software in such \napplications is fully at the risk of Licensee. \n \n4.\tTERM AND TERMINATION \n \n4.1.\tTermination.  This Agreement will automatically terminate if Licensee \nfails to comply with any of the terms and conditions hereof. In such event, \nLicensee must destroy all copies of the Software and all of its component \nparts. \n \n4.2.\tEffect Of Termination.  Upon any termination of this Agreement, the \nrights and licenses granted to Licensee under this Agreement shall \nimmediately terminate. \n \n4.3.\tSurvival.  The rights and obligations under this Agreement which by \ntheir nature should survive termination will remain in effect after \nexpiration or termination of this Agreement. \n \n5.\tCONFIDENTIALITY \n \n5.1.\tObligations.  Licensee acknowledges and agrees that any documentation \nrelating to the Software, and any other information (if such other \ninformation is identified as confidential or should be recognized as \nconfidential under the circumstances) provided to Licensee by Broadcom \nhereunder (collectively, \"Confidential Information\") constitute the \nconfidential and proprietary information of Broadcom, and that Licensee's \nprotection thereof is an essential condition to Licensee's use and possession \nof the Software.  Licensee shall retain all Confidential Information in \nstrict confidence and not disclose it to any third party or use it in any way \nexcept under a written agreement with terms and conditions at least as \nprotective as the terms of this Section.  Licensee will exercise at least the \nsame amount of diligence in preserving the secrecy of the Confidential \nInformation as it uses in preserving the secrecy of its own most valuable \nconfidential information, but in no event less than reasonable diligence.  \nInformation shall not be considered Confidential Information if and to the \nextent that it: (i) was in the public domain at the time it was disclosed or \nhas entered the public domain through no fault of Licensee; (ii) was known to \nLicensee, without restriction, at the time of disclosure as proven by the \nfiles of Licensee in existence at the time of disclosure; or (iii) becomes \nknown to Licensee, without restriction, from a source other than Broadcom \nwithout breach of this Agreement by Licensee and otherwise not in violation \nof Broadcom's rights. \n \n5.2.\tReturn of Confidential Information.  Notwithstanding the foregoing, all \ndocuments and other tangible objects containing or representing Broadcom \nConfidential Information and all copies thereof which are in the possession \nof Licensee shall be and remain the property of Broadcom, and shall be \npromptly returned to Broadcom upon written request by Broadcom or upon \ntermination of this Agreement. \n \n6.\tLIMITATION OF LIABILITY \nTO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BROADCOM OR ANY OF \nBROADCOM'S LICENSORS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, \nSPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF \nLIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR \nOTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS \nOF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH \nDAMAGES. IN NO EVENT WILL BROADCOM'S LIABILITY WHETHER IN CONTRACT, TORT \n(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY LICENSEE FOR \nSOFTWARE UNDER THIS AGREEMENT.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING \nANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. \n \n7.\tMISCELLANEOUS \n \n7.1.\tExport Regulations. YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS \nSUBJECT TO UNITED STATES AND OTHER APPLICABLE EXPORT-RELATED LAWS AND \nREGULATIONS AND THAT YOU MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE SOFTWARE \nOR ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS. \nWITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT OR TRANSFER OF THE SOFTWARE \nTO CUBA, IRAN, NORTH KOREA, SUDAN AND SYRIA IS PROHIBITED. \n \n7.2\tAssignment. This Agreement shall be binding upon and inure to the \nbenefit of the parties and their respective successors and assigns, provided, \nhowever that Licensee may not assign this Agreement or any rights or \nobligation hereunder, directly or indirectly, by operation of law or \notherwise, without the prior written consent of Broadcom, and any such \nattempted assignment shall be void.  Notwithstanding the foregoing, Licensee \nmay assign this Agreement to a successor to all or substantially all of its \nbusiness or assets to which this Agreement relates that is not a competitor \nof Broadcom. \n \n7.3.\tGoverning Law; Venue.  This Agreement shall be governed by the laws of \nCalifornia without regard to any conflict-of-laws rules, and the United \nNations Convention on Contracts for the International Sale of Goods is hereby \nexcluded.  The sole jurisdiction and venue for actions related to the subject \nmatter hereof shall be the state and federal courts located in the County of \nOrange, California, and both parties hereby consent to such jurisdiction and \nvenue. \n \n7.4.\tSeverability.  All terms and provisions of this Agreement shall, if \npossible, be construed in a manner which makes them valid, but in the event \nany term or provision of this Agreement is found by a court of competent \njurisdiction to be illegal or unenforceable, the validity or enforceability \nof the remainder of this Agreement shall not be affected if the illegal or \nunenforceable provision does not materially affect the intent of this \nAgreement.  If the illegal or unenforceable provision materially affects the \nintent of the parties to this Agreement, this Agreement shall become \nterminated. \n \n7.5.\tEquitable Relief.  Licensee hereby acknowledges that its breach of this \nAgreement would cause irreparable harm and significant injury to Broadcom \nthat may be difficult to ascertain and that a remedy at law would be \ninadequate.  Accordingly, Licensee agrees that Broadcom shall have the right \nto seek and obtain immediate injunctive relief to enforce obligations under \nthe Agreement in addition to any other rights and remedies it may have.  \n \n7.6.\tWaiver.  The waiver of, or failure to enforce, any breach or default \nhereunder shall not constitute the waiver of any other or subsequent breach \nor default. \n \n7.7.\tEntire Agreement.  This Agreement sets forth the entire Agreement \nbetween the parties and supersedes any and all prior proposals, agreements \nand representations between them, whether written or oral concerning the \nSoftware.  This Agreement may be changed only by mutual agreement of the \nparties in writing."
}