License Agreement - MIPS Technologies, Inc.

Software License AgreementThe terms and conditions contained herein constitute a legal agreement.THIS CLICK–THROUGH SOFTWARE LICENSE AGREEMENT (“LICENSEAGREEMENT”) CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU (EITHER ASAN INDIVIDUAL OR AS AN AUTHORIZED REPRESENTATIVE OF AN ENTITY,HEREINAFTER “YOU”) AND MIPS TECHNOLOGIES, INC. (“MIPS”) WITH RESPECTTO THE TERMS AND CONDITIONS DESCRIBED HEREIN. READ THIS LICENSEAGREEMENT CAREFULLY BEFORE YOU CLICK THE “I ACCEPT” CHECKBOX. BYCLICKING ON THE “I ACCEPT” CHECKBOX, YOU ACKNOWLEDGE THAT (1) YOUARE AUTHORIZED TO ENTER THIS LICENSE AGREEMENT FOR AND ON BEHALFOF YOUR COMPANY, AND ARE DOING SO, AND (2) YOU HAVE READ ANDUNDERSTAND AND AGREE THAT YOU AND THE COMPANY SHALL BE BOUNDBY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONSPROVIDED FOR. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,DO NOT CLICK ON THE “I ACCEPT” CHECKBOX AND THE DOWLOAD WILLTERMINATE.Software description or reference: MagicCode Android PatchesThis Software is the property of MIPS and all trademarks, copyright, and intellectualproperty rights will remain solely with MIPS only. This license grant does not convey inany way any right to you in regards to such trademark, copyright, or intellectual propertyrights.THE SOFTWARE IS PROVIDED "AS IS". MIPS HEREBY DISCLAIMS ALL EXPRESSOR IMPLIED WARRANTIES AND CONDITIONS WITH REGARD TO THESOFTWARE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.Definitions;“License” shall mean the License granted under the terms of this License Agreement.“You” (or “Your”) shall mean any individual or legal entity exercising the permissionsgranted under this License Agreement.“Software” shall mean the software code as described above.Terms;You are solely responsible for determining the appropriateness of using or redistributingthis Software consistent with the terms and conditions herein, and youhereby agree toassume any and all risks and liabilities associated with your exercise ofany permissions under this License Agreement. For the avoidance of doubt, the limitedlicense and permissions granted below are only intended to extend to the Software inuse with a microprocessor core or instruction set architecture licensed by MIPS, and inconnection with Android software not provided in this download, and for no otherpurpose.Subject to the terms of this License Agreement, you are hereby granted a worldwide,nonexclusive, no charge, royalty-free license to use, modify, reproduce and havereproduced (as conditioned below), create derivative works of, offer to sell, sell, import,or otherwise distribute the Software solely in connection with design or distribution of a

product or chipset that uses (i) a properly licensed MIPS processor core or instructionset architecture and (ii) Android software that is not provided in this download, subjectto your full compliance with the terms and conditions of this License Agreement.You may reproduce and distribute copies of the Software or derivative works thereofsolely in connection with design or distribution of an Android compatible product orchipset that uses a MIPS processor core or instruction set architecture, with or withoutmodifications, in source or object form, provided that you comply fully with the followingrequirements:1. You must ensure that any modified files or copies of the Software carry prominentnotices stating that you have made changes to the Software.2. You must retain within any copies of the Software that you distribute, all copyright,patent, trademark, and attribution notices included within the Software as you received itfrom MIPS.3. You acknowledge that the Software is designed and intended only to be operable incooperation with additional software not provided in this download. MIPS neitherrepresents nor warrants that the Software is compatible with any software not providedin this download, and expressly disclaims that the Software is bug-free or useful for yourapplication. You agree that you will not distribute the Software independently ofAndroid software that you must obtain (subject to an appropriate license agreement)from a source other than MIPS. You agree that any distribution of the Software will,where commercially practicable, be conditioned upon the recipient agreeing not todistribute the Software or any derivative works thereof further without a similarrestriction that such additional distribution may not be independent of Androidsoftware.4. You may choose to offer and charge a fee for the acceptance of support, warranty,indemnity or other liability obligations, and/or rights consistent with this LicenseAgreement. However, in accepting such obligations, you may act only on your ownbehalf and on your own responsibility and not on behalf MIPS, which hereby advisesthat the Software is provided “AS IS” and that MIPS shall not provide any warranty ofuse, indemnity, or accept any other liability whatsoever.This License Agreement is effective until terminated. MIPS has the right to terminatethis License Agreement immediately if you fail to comply with any term of this LicenseAgreement.General;TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENTWILL MIPS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FORSPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARYDAMAGES, OR DAMAGES TO SYSTEMS, DATA OR SOFTWARE, WHETHER SUCHDAMAGES ARISE UNDER A TORT (INCLUDING NEGLIGENCE OR OTHERWISE),CONTRACT OR OTHER CLAIM, EVEN IF MIPS HAS BEEN INFORMED OF THEPOSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THECONTRARY IN THIS LICENSE AGREEMENT, IN NO EVENT SHALL MIPS BELIABLE FOR ANY DAMAGES RELATING TO OR RESULTING FROM THE USE OFTHE SOFTWARE IN PRODUCTS USED FOR AVIATION, MEDICAL, NUCLEAR ORULTRA HAZARDOUS PURPOSES OR FOR ANY DAMAGES OWED TO THIRDPARTIES RELATING TO TECHNOLOGY NOT PROVIDED BY MIPS. IN NO EVENT

WILL MIPS’ LIABILITY UNDER THIS LICENSE AGREEMENT EXCEED THEGREATER OF THE AMOUNTPAID BY YOU FOR THE SOFTWARE OR US $100.THIS LIMITATION ON LIABILITY SHALL SURVIVE EVEN IF THE LIMITED REMEDYPROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. You acknowledge that, inproviding you with the Software, MIPS has relied upon your agreement to be bound bythe terms of this License Agreement, including the foregoing limitations on MIPS’liabilities. Further, you agree to indemnify and hold MIPS harmless from any and allactual or threatened liabilities, claims or expenses caused by your use of the Softwareor any modifications made by or for you, or by your breach of any obligations under thisLicense Agreement. In the event that you reproduce or redistribute the Software or anyderivative works thereof, you agree to indemnify and hold MIPS harmless as set forth inthe preceding sentence for such reproduction or redistribution and for further use of theSoftware (i) irrespective of the recipient’s acceptance of similar indemnificationprovisions and limitations on liability and (ii) irrespective of the volume of furtherreproduction or redistribution expected or anticipated by such recipient.MIPS is a registered trademark of MIPS Technologies, Inc.You agree that you will comply with all applicable US and international laws relating toexport, or transfer for the purpose of reexport, as well as end-user, end-use, anddestination restrictions imposed by the US or any other governments.This License Agreement shall be governed by California law excluding its choice of lawrules. With the exception of MIPS’ rights to enforce its intellectual property rights andthe confidentiality obligations under this License Agreement, all disputes arising out ofthis License Agreement shall be subject to the exclusive jurisdiction and venue of thestate and federal courts located in Santa Clara County, California, and you consent tothe personal and exclusive jurisdiction and venue of these courts. You waive alldefenses of lack of personal jurisdiction and forum non-conveniens. If either partyemploys attorneys to enforce any rights arising out of or relating to this LicenseAgreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees.The parties expressly disclaim the application of the United Nations Convention on theInternational Sale of Goods to this Agreement.You acknowledge that all Software and related items licensed by MIPS pursuant to thisLicense Agreement are "Commercial Computer Software" or "Commercial ComputerSoftware Documentation" as defined in FAR 12.212 for civilian agencies and DFARS227.7202 for military agencies, and that in the event that you are permitted under thisLicense Agreement to provide such items to the U.S. government, such item shall beprovided under terms at least as restrictive as the terms of this License Agreement.Any express waiver or the failure to exercise promptly any right under this LicenseAgreement will not create a continuing waiver or any expectation of non-enforcement.Should any term of this License Agreement be declared void or unenforceable by anycourt of competent jurisdiction, such declaration shall have no effect on the remainingterms hereof.You may not assign or otherwise transfer any of your rights or obligations under thisLicense Agreement to any third party without MIPS' prior written consent, and anyattempt to do so will be null and void.This License Agreement constitutes the entire agreement of the parties concerning itssubject matter, and may not be modified except by a writing duly executed by bothparties.