SOURCE CODE LICENSE AGREEMENT

SOURCE CODE LICENSE AGREEMENT

THIS LICENSE AGREEMENT (“LICENSE”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND EMBEDDED ENVIRONMENTS CO. (“LICENSOR”) FOR THE USE OF THE SOURCE CODE FOR A NOVOS OPERATING ENVIRONMENT (“NOVOS DELIVERABLES”). LICENSOR IS ONLY WILLING TO LICENSE THE NOVOS DELIVERABLES TO YOU ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENSE WHEN DOWNLOADING THE NOVOS DELIVERABLES FROM LICENSOR’S WEBSITE, OR, BY INSTALLING, COPYING OR OTHERWISE USING THEM IF YOU DO NOT RECEIVE THEM DIRECTLY FROM LICENSOR. PERFORMING ANY OF THESE ACTIONS INDICATES THAT YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE WITH THEM, LICENSOR SHALL NOT GRANT YOU THE LICENSE TO USE THE NOVOS DELIVERABLES AND YOU SHALL NOT INSTALL, COPY OR USE THEM.

1. DEFINITIONS

“Source Code” means computer programming code, including programming techniques and algorithms used therein, implemented in a programming language that is human readable but is not machine executable unless first compiled or interpreted.

“Novos Deliverables” means those items listed in the Schedule at the end of this License.

“Application” means any work that is intended for a particular purpose and is not, in itself, based on a specification that has similar functionality to that of the Novos Deliverables.

“Novos API” means the Application Program Interface that specifies the form and parameters needed by the Application to invoke the services or functionality of the Novos Deliverables.

“Combined Work” means the result of combining your Application with the Novos Deliverables, in whole or in part and in any form, and must not be a work of similar specification to the Novos Deliverables nor solely intended to extend or enhance the functionality of the Novos Deliverables.

“Separate Files” means the components identified in the Schedule that demonstrate the usage of the Novos API, or device specific software applications that are for use with various microprocessors.

“Affiliate” means any entity controlling, controlled by or under common control with a party (in fact or in law, via voting securities, management control or otherwise), and “affiliated” shall be construed accordingly;

“Assert” means to allege infringement in legal or administrative proceedings, or proceedings before any other competent trade, arbitral or international authority.

“Necessary” means with respect to any claims of any patent, those claims which, without the appropriate permission of the patent owner, will be infringed when implementing the Novos Deliverables because no alternative, commercially reasonable, non-infringing way of implementing the Novos Deliverables is known.

2. LICENSE GRANTS

2.1 USE
Licensor hereby grants to you, subject to the terms and conditions of this License, a non-exclusive, non-transferable license, to use, copy and modify the Novos Deliverables for the purpose of:

(a) developing, having developed, manufacturing, having manufactured, offering to sell, selling, supplying or otherwise distributing Combined Works subject to clause 2.2, and,
(b) distributing and having distributed (directly or through your customers and authorized distributors) the source code form of the Combined Work under Clause 2.1 (a) provided you preserve any copyright notice and disclaimer included with the Novos Deliverables.

2.2 REDISTRIBUTION
Redistribution of the Novos Deliverables in source or binary forms, in whole or in part, with or without modification, is permitted provided that should you distribute (directly or through your customers and authorized distributors) the Combined Work you have created pursuant to Clauses 2.1 (a), you agree:

(a) to preserve any copyright notices included in the Novos Deliverables; and,
(b) to include this License if you distribute the Combined Work in Source Code form; and,
(c) to reproduce this License in the documentation and/or other materials you provide, if you distribute the Combined Work in binary form; and,
(d) to ensure your customers and authorized distributors comply with this Clause 2.2.

2.3 USE WITH OPEN SOURCE CODE
Subject to the terms of Clauses 2.1 and 2.2, you may freely:

(a) combine the Novos Deliverables with Application any code, even if that Application code is subject to the generally accepted terms of “Open Source”, in order to create a Combined Work; and,
(b) redistribute the Combined Work as defined in this Clause 2.3 (a) to the end user in accordance with Clause 2.2.

3.  RESTRICTIONS

3.1 COPYRIGHT AND RESERVATION OF RIGHTS
The source code, software design concepts and related information contained in The Novos Deliverables are the property of Licensor and are protected by copyright and other intellectual property laws and international treaties. The Novos Deliverables are licensed and you acquire no right, title or interest in any intellectual property therein.

3.2 PERMITTED USERS
Without restriction, you, your employees, or your bona fide sub-contractors are permitted to use the Novos Deliverables in any field of endeavor, provided all such users comply with the terms of this License.

3.3 NON-COMPETITIVE USE
You shall not use the Novos Deliverables in whole or in part for competitive or comparative purposes with third party products of similar functionality, including but not limited to performance metrics, code size, code style, completeness or ease of use.

3.4 ADVERTISING AND PROMOTIONAL USE
Unless granted prior written permission by Licensor, your advertising and/or promotional material for your products derived from the Novos Deliverables shall not:

(a) use of Licensor’s name to endorse or promote any product derived from the Novos Deliverables, and,
(b) use of the name “Novos” in the name of any product derived from the Novos Deliverables.

When permitted by prior agreement, advertising or promotion of your products derived from the Novos Deliverables that mention features or use of the Novos Deliverables must display the following acknowledgment or some equivalent thereof:

“This product includes Novos operating system software developed by
Embedded Environments Co. (www.ee-novos.com)”

4. SUPPORT

Unless you have purchased a Supported or Commercial license of the Novos Deliverables, Licensor is not obligated to provide you with support the Novos Deliverables but may do so entirely at its sole discretion.

5.  NO WARRANTY

THE SOFTWARE IN THE NOVOS DELIVERABLES IS PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY, INCLUDING BUT NOT LIMITED TO ANY EXPRESSED OR IMPLIED WARRANTY OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION, WHETHER IN AN ACT OF CONTRACT, STRICT LIABILITY OR TORT, INCLUDING NEGLIGENCE, ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE EVEN IS ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.

6. LIMITATION OF LIABILITY

THE MAXIMUM LIABILITY OF LICENSOR TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT, TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS LICENSE SHALL NOT EXCEED THE SUM PAID BY YOU TO LICENSOR (IF ANY) FOR THIS LICENSE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS LICENSE SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

7. THIRD PARTY RIGHTS

There may be Separate Files delivered for your use that are governed by their own separate license agreements, if any. This License does not apply to such Separate Files and they are not included in the term “Novos Deliverables” under this License. You agree to comply with all terms and conditions imposed on you, if any, with respect to such Separate Files including those identified in the Schedule (“Third Party Terms”).

LICENSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED FROM ANY THIRD PARTIES REGARDING ANY SEPARATE FILES, ANY THIRD PARTY MATERIALS INCLUDED IN THE SOFTWARE, ANY THIRD PARTY MATERIALS FROM WHICH THE SOFTWARE IS DERIVED (COLLECTIVELY “OTHER CODE”), AND THE USE OF ANY OR ALL THE OTHER CODE IN CONNECTION WITH THE SOFTWARE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. NO THIRD PARTY LICENSORS OF OTHER CODE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND WHETHER MADE UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OTHER CODE OR THE EXERCISE OF ANY RIGHTS GRANTED UNDER EITHER OR BOTH THIS LICENSE AND THE LEGAL TERMS APPLICABLE TO ANY SEPARATE FILES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. U.S. GOVERNMENT END USERS

US Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of this product is restricted in accordance with the terms of this License.

9. TERM AND TERMINATION

9.1 TERM OF LICENSE
This License shall remain in force until terminated in accordance with the terms of Clause 9.2 or Clause 9.3 below.

9.2 BREACH OF LICENSE
Without prejudice to any of its other rights if you are in breach of any of the terms and conditions of this License then Licensor may terminate this License immediately upon giving written notice to you. You may terminate this License at any time.

9.3 CLAIM OF INFRINGEMENT
This License shall immediately terminate and shall be unavailable to you if you or any party affiliated to you asserts any patents against Licensor, Licensor affiliates, third parties who have a valid license from Licensor for the Novos Deliverables, or any customers or distributors of any of them based upon a claim that your (or your affiliate’s) patent is necessary to implement the Novos Deliverables.

9.4 TERMINATION OF LICENSE
Upon termination of this License, you shall stop using the Novos Deliverables and destroy all copies of the Novos Deliverables in your possession. The provisions of clauses, 6, 7, 8, 9 and 10 shall survive termination of this License.

10. GENERAL

10.1 HEADINGS AND REFERENCES
The article and section headings of this License are for convenience only and shall not be deemed to affect in any way the scope, intent or meaning of the provisions to which they refer.

10.2 GOVERNING LAW
This License Agreement is governed by the Laws of the State of Texas.

10.3 SOLE AGREEMENT
Except where Licensor agrees otherwise in a written contract signed by you and Licensor, this is the only agreement between you and Licensor relating to the Novos Deliverables and it may only be modified by written agreement between you and Licensor.

10.4 NO MODIFICATION
Except as expressly agreed in writing, this License may not be modified by purchase orders, advertising or other representation by any person.

10.5 SEVERABILITY
If any clause or sentence in this License Agreement is held to be illegal or unenforceable by a court of competent jurisdiction or any governmental entity, the remaining provisions of this License, in whole or in part, shall not be affected thereby.

10.6 NO WAIVER
The failure by Licensor to enforce any of the provisions of this License, unless waived in writing, shall not constitute a waiver of Licensor’s rights to enforce such provision or any other provision of this License in the future.

10.7 NO ASSIGNMENT
This License may not be assigned without the prior written consent of Licensor.

SCHEDULE

Your download of The Novos Operating Environment will include the Novos Deliverables as defined below. Separate Files may be included in the download if and when they are available.

1. NOVOS DELIVERABLES:

(a) A copy of this Software License Agreement
(b) One file containing the Source Code to any currently available Novos Environment, including:

1. Novos FB (Foreground/Background) Environment
2. Novos EFB (Extended Foreground/Background) Environment
3. Novos FCFS (First Come, First Served Scheduling) Environment
4. Novos RRS (Round Robin Scheduling) Environment
5. Novos PPS (Preemptive Priority Scheduling) Environment

(c) Source Code file in C and assembly language that adapt the Novos Environment Source Code to a specific processor core.
(d) Source code header file(s) for use with a particular compiler or development environment when compiling the Novos Environment Source Code
(e) A “readme” text file that contains useful information about such topics as “Getting Started”, compiling, etc.

2. SEPARATE FILES

You may also receive, depending on their availability, one or more following components:

(a) Example drivers for a system timebase driver and/or a UART. These examples may be for different processors from different semiconductor manufacturers that utilize the same processor core.
(b) Other drivers for the user-selected processor core, if available
(c) Other drivers that support evaluation boards incorporating the user-selected processor core, if available.
(d) Any available examples or other documents for use as aids in employing the Novos Operating Environment.

You must accept any license terms associated with the use of any component of the Separate Files, if any, before using the software contained therein.

Document ID: NLegalB_V2.01 – Issue date 22 March 2017