broadcom-proprietary.LICENSE

---
key: broadcom-proprietary
short_name: Broadcom Proprietary
name: Broadcom Proprietary License
category: Proprietary Free
owner: Broadcom
spdx_license_key: LicenseRef-scancode-broadcom-proprietary
---

SOFTWARE LICENSE AGREEMENT 
 
Unless you and Broadcom Corporation ("Broadcom") execute a separate written 
software license agreement governing use of the accompanying software, this 
software is licensed to you under the terms of this Software License 
Agreement ("Agreement").   
 
ANY USE, REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE CONSTITUTES YOUR 
ACCEPTANCE OF THIS AGREEMENT. 
 
1.	DEFINITIONS. 
 
1.1.	"Broadcom Product" means any of the proprietary integrated circuit 
product(s) sold by Broadcom with which the Software was designed to be used, 
or their successors. 
 
1.2.	"Licensee" means you or if you are accepting on behalf of an entity 
then the entity and its affiliates exercising rights under, and complying 
with all of the terms of this Agreement. 
 
1.3.	"Software" shall mean that software made available by Broadcom to 
Licensee in binary code form with this Agreement. 
 
2.	LICENSE GRANT; OWNERSHIP 
 
2.1.	License Grants.  Subject to the terms and conditions of this Agreement, 
Broadcom hereby grants to Licensee a non-exclusive, non-transferable, 
royalty-free license (i) to use and integrate the Software in conjunction 
with any other software; and (ii) to reproduce and distribute the Software 
complete, unmodified and only for use with a Broadcom Product. 
 
2.2.	Restriction on Modification.  If and to the extent that the Software is 
designed to be compliant with any published communications standard 
(including, without limitation, DOCSIS, HomePNA, IEEE, and ITU standards), 
Licensee may not make any modifications to the Software that would cause the 
Software or the accompanying Broadcom Products to be incompatible with such 
standard.   
 
2.3.	Restriction on Distribution.  Licensee shall only distribute the 
Software (a) under the terms of this Agreement and a copy of this Agreement 
accompanies such distribution, and (b) agrees to defend and indemnify 
Broadcom and its licensors from and against any damages, costs, liabilities, 
settlement amounts and/or expenses (including attorneys' fees) incurred in 
connection with any claim, lawsuit or action by any third party that arises 
or results from the use or distribution of any and all Software by the 
Licensee except as contemplated herein.  
 
2.4.	Proprietary Notices.  Licensee shall not remove, efface or obscure any 
copyright or trademark notices from the Software.  Licensee shall include 
reproductions of the Broadcom copyright notice with each copy of the 
Software, except where such Software is embedded in a manner not readily 
accessible to the end user.  Licensee acknowledges that any symbols, 
trademarks, tradenames, and service marks adopted by Broadcom to identify the 
Software belong to Broadcom and that Licensee shall have no rights therein. 
 
2.5.	Ownership.  Broadcom shall retain all right, title and interest, 
including all intellectual property rights, in and to the Software.  Licensee 
hereby covenants that it will not assert any claim that the Software created 
by or for Broadcom infringe any intellectual property right owned or 
controlled by Licensee. 
 
2.6.	No Other Rights Granted; Restrictions.  Apart from the license rights 
expressly set forth in this Agreement, Broadcom does not grant and Licensee 
does not receive any ownership right, title or interest nor any security 
interest or other interest in any intellectual property rights relating to 
the Software, nor in any copy of any part of the foregoing.  No license is 
granted to Licensee in any human readable code of the Software (source code). 
Licensee shall not (i) use, license, sell or otherwise distribute the 
Software except as provided in this Agreement, (ii) attempt to reverse 
engineer, decompile or disassemble any portion of the Software; or (iii) use 
the Software or other material in violation of any applicable law or 
regulation, including but not limited to any regulatory agency, such as FCC, 
rules. 
 
3.	NO WARRANTY OR SUPPORT 
 
3.1.	No Warranty. THE SOFTWARE IS OFFERED "AS IS," AND BROADCOM GRANTS AND 
LICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, 
COMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE.  BROADCOM SPECIFICALLY 
DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC 
PURPOSE OR NONINFRINGEMENT CONCERNING THE SOFTWARE OR ANY UPGRADES TO OR 
DOCUMENTATION FOR THE SOFTWARE.  WITHOUT LIMITATION OF THE ABOVE, BROADCOM 
GRANTS NO WARRANTY THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT 
INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS 
THEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR 
RELIABILITY. 
 
3.2.	No Support.  Nothing in this agreement shall obligate Broadcom to 
provide any support for the Software. Broadcom may, but shall be under no 
obligation to, correct any defects in the Software and/or provide updates to 
licensees of the Software.  Licensee shall make reasonable efforts to 
promptly report to Broadcom any defects it finds in the Software, as an aid 
to creating improved revisions of the Software. 
 
3.3.	Dangerous Applications.  The Software is not designed, intended, or 
certified for use in components of systems intended for the operation of 
weapons, weapons systems, nuclear installations, means of mass 
transportation, aviation, life-support computers or equipment (including 
resuscitation equipment and surgical implants), pollution control, hazardous 
substances management, or for any other dangerous application in which the 
failure of the Software could create a situation where personal injury or 
death may occur.  Licensee understands that use of the Software in such 
applications is fully at the risk of Licensee. 
 
4.	TERM AND TERMINATION 
 
4.1.	Termination.  This Agreement will automatically terminate if Licensee 
fails to comply with any of the terms and conditions hereof. In such event, 
Licensee must destroy all copies of the Software and all of its component 
parts. 
 
4.2.	Effect Of Termination.  Upon any termination of this Agreement, the 
rights and licenses granted to Licensee under this Agreement shall 
immediately terminate. 
 
4.3.	Survival.  The rights and obligations under this Agreement which by 
their nature should survive termination will remain in effect after 
expiration or termination of this Agreement. 
 
5.	CONFIDENTIALITY 
 
5.1.	Obligations.  Licensee acknowledges and agrees that any documentation 
relating to the Software, and any other information (if such other 
information is identified as confidential or should be recognized as 
confidential under the circumstances) provided to Licensee by Broadcom 
hereunder (collectively, "Confidential Information") constitute the 
confidential and proprietary information of Broadcom, and that Licensee's 
protection thereof is an essential condition to Licensee's use and possession 
of the Software.  Licensee shall retain all Confidential Information in 
strict confidence and not disclose it to any third party or use it in any way 
except under a written agreement with terms and conditions at least as 
protective as the terms of this Section.  Licensee will exercise at least the 
same amount of diligence in preserving the secrecy of the Confidential 
Information as it uses in preserving the secrecy of its own most valuable 
confidential information, but in no event less than reasonable diligence.  
Information shall not be considered Confidential Information if and to the 
extent that it: (i) was in the public domain at the time it was disclosed or 
has entered the public domain through no fault of Licensee; (ii) was known to 
Licensee, without restriction, at the time of disclosure as proven by the 
files of Licensee in existence at the time of disclosure; or (iii) becomes 
known to Licensee, without restriction, from a source other than Broadcom 
without breach of this Agreement by Licensee and otherwise not in violation 
of Broadcom's rights. 
 
5.2.	Return of Confidential Information.  Notwithstanding the foregoing, all 
documents and other tangible objects containing or representing Broadcom 
Confidential Information and all copies thereof which are in the possession 
of Licensee shall be and remain the property of Broadcom, and shall be 
promptly returned to Broadcom upon written request by Broadcom or upon 
termination of this Agreement. 
 
6.	LIMITATION OF LIABILITY 
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BROADCOM OR ANY OF 
BROADCOM'S LICENSORS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, 
SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF 
LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR 
OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS 
OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES. IN NO EVENT WILL BROADCOM'S LIABILITY WHETHER IN CONTRACT, TORT 
(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY LICENSEE FOR 
SOFTWARE UNDER THIS AGREEMENT.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING 
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 
 
7.	MISCELLANEOUS 
 
7.1.	Export Regulations. YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS 
SUBJECT TO UNITED STATES AND OTHER APPLICABLE EXPORT-RELATED LAWS AND 
REGULATIONS AND THAT YOU MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE SOFTWARE 
OR ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS. 
WITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT OR TRANSFER OF THE SOFTWARE 
TO CUBA, IRAN, NORTH KOREA, SUDAN AND SYRIA IS PROHIBITED. 
 
7.2	Assignment. This Agreement shall be binding upon and inure to the 
benefit of the parties and their respective successors and assigns, provided, 
however that Licensee may not assign this Agreement or any rights or 
obligation hereunder, directly or indirectly, by operation of law or 
otherwise, without the prior written consent of Broadcom, and any such 
attempted assignment shall be void.  Notwithstanding the foregoing, Licensee 
may assign this Agreement to a successor to all or substantially all of its 
business or assets to which this Agreement relates that is not a competitor 
of Broadcom. 
 
7.3.	Governing Law; Venue.  This Agreement shall be governed by the laws of 
California without regard to any conflict-of-laws rules, and the United 
Nations Convention on Contracts for the International Sale of Goods is hereby 
excluded.  The sole jurisdiction and venue for actions related to the subject 
matter hereof shall be the state and federal courts located in the County of 
Orange, California, and both parties hereby consent to such jurisdiction and 
venue. 
 
7.4.	Severability.  All terms and provisions of this Agreement shall, if 
possible, be construed in a manner which makes them valid, but in the event 
any term or provision of this Agreement is found by a court of competent 
jurisdiction to be illegal or unenforceable, the validity or enforceability 
of the remainder of this Agreement shall not be affected if the illegal or 
unenforceable provision does not materially affect the intent of this 
Agreement.  If the illegal or unenforceable provision materially affects the 
intent of the parties to this Agreement, this Agreement shall become 
terminated. 
 
7.5.	Equitable Relief.  Licensee hereby acknowledges that its breach of this 
Agreement would cause irreparable harm and significant injury to Broadcom 
that may be difficult to ascertain and that a remedy at law would be 
inadequate.  Accordingly, Licensee agrees that Broadcom shall have the right 
to seek and obtain immediate injunctive relief to enforce obligations under 
the Agreement in addition to any other rights and remedies it may have.  
 
7.6.	Waiver.  The waiver of, or failure to enforce, any breach or default 
hereunder shall not constitute the waiver of any other or subsequent breach 
or default. 
 
7.7.	Entire Agreement.  This Agreement sets forth the entire Agreement 
between the parties and supersedes any and all prior proposals, agreements 
and representations between them, whether written or oral concerning the 
Software.  This Agreement may be changed only by mutual agreement of the 
parties in writing.