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OpenGL ES PACKAGE FOR RZ/G
EVALUATION SOFTWARE LICENSE AGREEMENT
This Software License Agreement (this “Agreement”) is entered into and made effective as of the
Effective Date, by and between:
“Renesas”
Renesas Electronics Corporation, a Japanese corporation having a principal place of business at 2-24,
3chome, Toyosu, Koto-ku, Tokyo 135-0061, Japan; and
“Licensee”
Both the individual installing the Licensed Software and the company or other legal entity on behalf of
which such individual is acting.
IT IS IMPORTANT THAT LICENSEE READS CAREFULLY AND UNDERSTANDS THIS
AGREEMENT.
BY CLICKING THE “I ACCEPT” BUTTON LOCATED ON THIS PAGE, OR OTHER BUTTON OR
MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN
ELECTRONIC COPY OF THIS AGREEMENT, OR BY DOWNLOADING, INSTALLING,
ACCESSING, OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE
SOFTWARE, (I) LICENSEE AGREES TO BE BOUND BY THIS AGREEMENT AND(II) A
CONTRACT WILL BE FORMED BETWEEN LICENSEE AND RENESAS CONSISTING OF THE
TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE WITH ALL THE TERMS OF
THIS AGREEMENT AND DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, LICENSEE
SHALL EXIT WITHOUT DOWNLOADING THE SOFTWARE. IF LICENSEE IS ACCEPTING
THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,
LICENSEE REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO BIND THE
COMPANY OR LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT AND, IN SUCH EVENT,
“LICENSEE” SHALL ALSO CONTAIN THE COMPANY OR LEGAL ENTITY.
This license is for internal evaluation and testing purposes only. For information on how to obtain a
commercial license, please contact Renesas Sales or visit the RZ/G Platform website
(https://www.renesas.com/).
1. DEFINITIONS.
1.1. “Contractor” means a contractor that assists or supports Licensee in the internal evaluation
or testing of the Licensed Software for use with the End Products.
1.2. “Documentation” means the User’s Manual for installation and use of the Licensed Software
identified in Exhibit A.
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1.3. “Effective Date” means the date on which the Licensee agrees to enter into the terms of this
Agreement with Renesas.
1.4. “End Product” means any of Licensee’s components, products, devices, or systems that are
manufactured by or on behalf of the Licensee and that operate, incorporate, integrate, or embed Products
and the Licensed Software.
1.5. “Licensed Software” means the software identified in Exhibit A.
1.6. “Products” means the Renesas products set forth in Exhibit A.
2. LICENSE.
2.1. Limited License. Subject to and conditioned on the terms and conditions of this Agreement,
Renesas hereby grants to the Licensee a limited, worldwide, non-exclusive, non-transferable,
sublicensable (solely as set forth in Section 2.3), royalty-free license during the term of this Agreement:
(a) to use and copy the Licensed Software solely in a non-production capacity for Licensee’s own internal
evaluation or testing of the Licensed Software for Licensee’s potential use with the Products to make an
End Product; and (b) to use the Documentation only to the extent reasonably necessary to exercise the
license granted in Subsection (a).
2.2. Restrictions. Licensee hereby acknowledges and agrees that Licensee will not use or copy
the Licensed Software except as expressly set forth in Section 2.1, and that Licensee will use the Licensed
Software in accordance with all applicable laws, rules, and regulations. Except as expressly provided in
Section 2.1, Licensee will not, and will not permit any third party to: (a) copy, or allow any third party to
copy, all or any portion of the Licensed Software; (b) decompile, disassemble or otherwise reverse
engineer (except to the extent expressly permitted by mandatory law that is applicable notwithstanding a
contractual obligation to the contrary) the Licensed Software or any portion thereof; (c) modify, translate,
or create any derivative works based upon the portion of the object code portion of the Licensed
Software; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the
Licensed Software, in whole or in part, to any third party; (e) remove or alter any copyright, trademark, or
other proprietary notices, legends, symbols, or labels appearing on or in the Licensed Software; (f) release
the results of benchmark tests or other comparisons of the Licensed Software with other software or
materials; (g) permit the Licensed Software to be used for purposes of or in connection with services or
arrangements for processing data or other information or for providing services on behalf of any third
party; (h) incorporate the Licensed Software or any portion thereof into any products or use the Licensed
Software for commercial or production purposes; or (i) use the Licensed Software for any purpose other
than in accordance with the terms and conditions of this Agreement. .
2.3. Limited Sublicense to Contractors. Licensee may sublicense its rights pursuant to Section
2.1 solely to a Contractor. Any such sublicense of Licensee’s rights to a Contractor shall be pursuant to
an enforceable written agreement that (i) contains terms substantially similar to the terms of this
Agreement, (ii) does not contain terms that are inconsistent with those set forth in this Agreement, and
(iii) identifies Renesas as an intended third party beneficiary of such agreement and grants Renesas the
right to enforce any and all obligations of the Contractor thereunder to the same extent as if Renesas was
a party to such agreement. Licensee shall cause Contractors to comply with all of the terms and
conditions of this Agreement and Licensee shall be fully liable for any acts or omissions of Contractors
(including with respect to any breach of this Agreement or a sublicense agreement) to the same extent as
if such acts or omissions were performed by Licensee.
2.4. Feedback. If Licensee choses to provide feedback, suggestions, comments, ideas, know-how
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or other information to Renesas regarding the features, functionality, or other aspects of the Licensed
Software, including without limitation identifying errors and potential improvements (“Feedback”),
Licensee hereby assigns, and agrees to assign to Renesas, all right, title and interest in and to the
Feedback to Renesas without compensation.
2.5. Delivery. Renesas shall provide Licensee with the Licensed Software via electronic means.
2.6. Ownership by Renesas. Renesas and its licensors will own all right, title and interest in and
to the Licensed Software and any derivative works thereof, including all intellectual property rights
thereto, subject only to the limited license set forth in this Agreement. Licensee shall not acquire or own
any other rights, express or implied, in the Licensed Software other than those rights expressly granted
under this Agreement.
2.7. Open Source Software. Licensee acknowledges and agrees that the Licensed Software may
contain certain open source software subject to the terms and conditions of the applicable open source
licenses. Licensee acknowledges and agrees that Licensee’s use of such open source software is governed
by the applicable open source license terms and that, subject to applicable law, Renesas has no obligation
or liability with respect to such open source software under this Agreement. In addition, Licensee will
not (and will not permit any third party to) use any open source software in a manner that would require
the Licensed Software (or any portion thereof) to be distributed or made available free of charge, in
source code form, or under any open source license terms. To the extent that any of the terms and
conditions of this Agreement that govern Licensee’s use of the Licensed Software conflict with, or are in
addition to, the terms and conditions of any open source software, the conflicting or additional terms and
conditions will not apply to such open source software and the terms and conditions of the applicable
open source software will take precedence.
2.8. Additional Terms and Conditions. Renesas’ licensors may impose additional conditions on
Licensee’s use of some or all of the Licensed Software. Any such additional conditions are identified in
Exhibit A. Licensee acknowledges any such additional conditions and agrees to comply with them.
3. CONFIDENTIALITY.
3.1. Confidential Information. “Confidential Information” means any non-public information
in written, oral, graphic, electronic, or machine-readable form which is furnished by Renesas and which is
marked as confidential or proprietary or provided under circumstances reasonably indicating it is
confidential or proprietary. Without limiting the generality of the foregoing, Confidential Information
shall include the Licensed Software and the Documentation.
3.2. Restrictions. Licensee shall maintain the Confidential Information in confidence and use the
Confidential Information only as required to exercise Licensee’s rights or perform Licensee’s obligations
under this Agreement. Without limiting the generality of the foregoing, Licensee agrees (a) to instruct and
contractually require all of its employees who have access to the Confidential Information to maintain the
confidentiality thereof in a manner consistent with this Agreement, (b) to exercise the same degree of care
(but no less than reasonable care) to safeguard the Confidential Information as Licensee would exercise to
safeguard its own confidential and/or proprietary information, and (c) to disclose the Confidential
Information only to those of its employees that have a “need to know” such Confidential Information for
the purposes of this Agreement and who are bound by obligations of confidentiality no less restrictive
than those in this Section.
3.3. Exclusions. Notwithstanding the foregoing, the restrictions on use and disclosure will not
apply to any information which, Licensee can clearly demonstrate by its contemporaneous written records,
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(a) is or becomes publicly known through no act of Licensee, its employees; (b) Licensee rightfully
received from a third party that owes no obligations of confidentiality in respect thereof; (c) was already
known to Licensee prior to the time of disclosure; (d) is independently developed by Licensee without
reference to or use of the Confidential Information; or (e) Renesas consents to disclosure by prior written
approval.
3.4. Required Disclosure. If Licensee is requested or required by any legal or investigative
process to disclose any Confidential Information, Licensee will provide Renesas with prompt prior notice
of each such request and the information requested and cooperate with Renesas to seek to prevent
disclosure or the entry of a protective order. If disclosure is required and a protective order is not
obtained, Licensee will disclose only such information that Renesas and Licensee agree that Licensee is
legally required to disclose.
4. RECORDS AND AUDIT RIGHTS. Licensee shall keep and maintain complete and
accurate books, records and accounts relating to this Agreement and shall implement such internal
controls as are reasonably required to verify continuing full compliance with this Agreement. Renesas
shall have the right, from time to time, to audit, or have an independent auditor audit Licensee to verify
Licensee’s compliance with the terms and conditions of this Agreement. Any such audit shall be at
Renesas’ expense; provided that if such audit reveals non-compliance with Section 2 of this Agreement,
or any other material breach of this Agreement, Licensee shall promptly pay to Renesas all costs and
expenses of such audit.
5. TERM AND TERMINATION.
5.1. Term. This Agreement will commence on the Effective Date and continue in effect by and
until terminated in accordance with Section 5.2. Notwithstanding anything herein to the contrary,
Licensee may terminate this Agreement by uninstalling and destroying the Licensed Software and all
copies of the Licensed Software.
5.2. Termination for Default. Either party may terminate this Agreement (a) for convenience
upon thirty (30) days’ prior written notice to the other party; or (b) immediately in the event of a material
breach by either party of this Agreement, the non-breaching party may immediately terminate this
Agreement. Notwithstanding anything herein to the contrary, in the event Licensee breaches any
provision in Section 2 or Section 3 of this Agreement, or if Licensee takes any action in derogation of
Renesas’ rights in and to the Licensed Software, Renesas may immediately terminate this Agreement.
5.3. Effect of Termination. Upon any termination of this Agreement, the license and rights
granted to Licensee under this Agreement will terminate, Licensee will cease all use of the Licensed
Software, and Licensee will destroy all copies of the Licensed Software, any other Confidential
Information, and all related materials in Licensee’s possession or control, and, at Renesas’ request, so
certify to Renesas. Without limiting the generality of the foregoing, termination of this Agreement will
not terminate or otherwise affect Licensee’s End Product customers’ rights with respect to End Products
sold to such customers prior to such termination. The following Sections will survive any termination of
this Agreement: 1, 2.2, 2.4, 2.6, 2.7, 2.8, 3, 4, 5, 6, 7, 8.
6. DISCLAIMER; LIMITATION OF LIABILITY.
6.1. Authority. Each party represents, warrants and covenants to the other party that: (a) the
execution, delivery and performance of this Agreement has been duly authorized by all necessary
corporate action, if applicable; (b) in case of Licensee, the individual accepting the click-through and
installing the Licensed Software has the power, authority and legal right to enter into this Agreement on
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behalf of Licensee; and (c) this Agreement, when executed and delivered by the representing and
warranting party in accordance with the terms of this Agreement, will be the legal, valid, and binding
obligation of such party, and enforceable in accordance with its terms.
6.2. DISCLAIMER. THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND RENESAS
MAKES NO, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW
HEREBY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY,
ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE
FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Except as
otherwise prohibited by applicable law, Renesas does not warrant that the operation of the Licensed
Software will be uninterrupted or error-free.
6.3. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) IN NO EVENT WILL RENESAS
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY
OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, CUSTOMERS, USE,
PROFITS, REVENUE, SAVINGS OR DATA, OR COST OF SUBSTITUTE PROCUREMENT,
INCURRED BY LICENSEE OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION,
WHETHER BASED IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND EVEN IF RENESAS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE
FORESEEABLE; AND (B) IN NO EVENT WILL RENESAS’ AGGREGATE LIABILITY ARISING
FROM OR RELATING TO THIS AGREEMENT, THE LICENSED SOFTWARE OR OTHER
SUBJECT MATTER HEREOF EXCEED ZERO DOLLARS ($0). The parties acknowledge that the
limitations of liability in this Section 6.3 and in the other provisions of this Agreement and the allocation
of risk herein are an essential element of the bargain between the parties, without which Renesas would
not have entered into this Agreement.
7. INDEMNIFICATION.
Licensee shall indemnify, defend, and hold harmless Renesas and its affiliates and its and their officers,
directors, shareholders, employees, agents, licensors, distributors and suppliers from and against any and
all claims, demands, actions, losses, liabilities, settlements, expenses (including without limitation
attorneys’ fees and other costs of litigation), and causes of action arising out of or relating to Licensee’s
use or misuse of the Licensed Software or Licensee’s breach or alleged breach of this Agreement.
8. GENERAL.
8.1. Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire
understanding between the parties regarding the subject matter hereof and supersedes and replaces all
prior or contemporaneous representations, discussions, negotiations, conditions and agreements, whether
written or oral, between the parties. Any modification of this Agreement will be effective only if made in
writing and signed by authorized representatives of the parties. It is expressly agreed that any terms
appearing on the face or reverse side of any form, including an invoice, order form, acknowledgement or
confirmation, that are different from or in addition to the terms provided in this Agreement are not
binding on the parties, even if signed and returned, and the parties object to any such different or
additional terms. Any offer by either party and any acceptance of such an offer by the other party is
limited to the terms in this Agreement only, and each party’s acceptance of any offer is expressly made
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conditional on assent to the terms of this Agreement.
8.2. Exclusion of Terms. The parties hereby acknowledge and agree that any provisions of any
law adopting exactly or in modified form the Uniform Computer Information Transactions Act
(“UCITA”) will not be applicable to this Agreement. Furthermore, both parties waive any and all rights
arising from any such law. The provisions of the United Nations Convention on the International Sale of
Goods will not apply.
8.3. Governing Law and Dispute Resolution. This Agreement will be governed by and
construed in accordance with the laws of Japan without giving effect to any choice of law rule that would
cause the application of the laws of any other country. Any and all disputes, controversies or claims
arising out of or relating to this Agreement that cannot be settled amicably shall be finally settled under
the Commercial Arbitration Rules of the Japan Commercial Arbitration Association in accordance with
those rules. The arbitration shall take place in Tokyo, Japan and proceedings will be in the English
language. The arbitration award shall be final and binding upon the parties. Any proceedings or awards
resulting from arbitration hereunder shall be confidential information; provided, however, that a party
shall not be precluded from obtaining enforcement of an award by a court of competent jurisdiction.
Notwithstanding anything to the contrary above and irrespective of the tribunal’s powers to order interim
or conservatory measures, either party may bring court proceedings in any court having jurisdiction to
seek an injunction, specific performance, or other equitable relief to enforce any right or obligation under
this Agreement. The parties agree that no bond need be posted to obtain injunctive or equitable relief, but
if required by law or the court, the parties consent to a bond in the lowest amount permitted by law.
8.4. Assignment. Licensee may not assign, sell, transfer, delegate or otherwise dispose of,
whether voluntarily or involuntarily, by merger, change of control, operation of law or otherwise, this
Agreement or any rights or obligations under this Agreement without the prior written consent of Renesas.
Any purported assignment, transfer or delegation by Licensee will be null and void. Renesas may assign,
sell, transfer, delegate or otherwise dispose of this Agreement or any rights or obligations under this
Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of
the parties and their respective successors and permitted assigns.
8.5. Remedies. The rights and remedies of either party as set forth in this Agreement are not
exclusive and are in addition to any other rights and remedies now or hereafter provided by applicable
law or at equity.
8.6. Equitable Relief. Licensee recognizes that the covenants contained in Section 2 and Section
3 hereof are reasonable and necessary to protect the legitimate interests of Renesas, that Renesas would
not have entered into this Agreement in the absence of such covenants, and that Licensee’s breach or
threatened breach of such covenants shall cause Renesas irreparable harm and significant injury, the
amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or
in damages inadequate. Therefore, Licensee agrees that Renesas shall have the right to apply to any court
of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and
for any other relief Renesas deems appropriate, without the necessity of posting of any bond or security.
This right shall be in addition to any other remedy available to Renesas in law or equity.
8.7. Waiver. None of the conditions of this Agreement will be considered waived unless such
waiver is in writing and signed by the waiving party. No such waiver will be a waiver of any past or
future default, breach or modification of any of the conditions of this Agreement unless expressly
stipulated in such waiver.
8.8. Partial Invalidity. Should any provision of this Agreement be held to be void, invalid or
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inoperative, the remaining provisions of this Agreement will not be affected and will continue in effect
and the invalid provision will be deemed modified to the least degree necessary to remedy such invalidity.
8.9. Notices. Any written notices to be given hereunder by either party will be deemed effective
upon personal delivery or upon mailing the notice to the party to be served at the address as stated above
and in the case of Licensee, e-mail address provided to Renesas in connection with Licensee’s acceptance
of the terms of this Agreement.
8.10. Relationship of Parties. Nothing contained in this Agreement will be deemed or construed
as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties.
Neither party nor its agents have any authority of any kind to bind the other party in any respect
whatsoever, and the relationship of the parties is, and at all times will continue to be, that of independent
contractors.
8.11. Export Administration. Licensee represents, warrants, and covenants that Licensee will not
use the Licensed Software for the purposes of disturbing international peace and security, including (i) the
design, development, production, stockpiling or use of weapons of mass destruction such as nuclear,
chemical or biological weapons or missiles, (ii) the other military activities, or (iii) any use supporting
these activities. Licensee further represents, warrants, and covenants that Licensee shall not sell, export,
dispose of, license, rent, transfer, disclose or otherwise provide the Licensed Software to any third party,
whether directly or indirectly, with knowledge or reason to know that the third party or any other party
will engage in the activities described above. Licensee further represents, warrants, and covenant that
Licensee will comply fully with all relevant export laws and regulations (collectively “Export Controls”).
Without limiting the generality of the foregoing, Licensee will not, and Licensee will require Licensee’s
representatives not to, export, direct or transfer the Licensed Software, or any direct product thereof, to or
use the Licensed Software in any destination, person or entity restricted or prohibited by the Export
Controls. Licensee represents and warrants that Licensee is not such a person and is not located in, under
the control of, or a national or resident of any such destination or entity.
8.12. Elimination of Anti-Social Forces. Renesas may terminate this Agreement at any time
without any prior notification in the event that Licensee’s affiliates, employees, directors or officers are
found to: (a) belong to, or be otherwise involved in, organized crime groups, racketeers or any other
entity related to organized crime group (“Anti-Social Forces”); (b) provide funds, or provide services, to
any Anti-Social Forces; (c) have any other relationship with any Anti-Social Forces; or (d) use
threatening behavior or violence in business transactions, disseminate false information, employ
fraudulent means or methods that obstruct the business operations of Renesas, or use any other behavior
that is similar to these actions. Where this Agreement is terminated for a reason set out in this provision,
Renesas is not responsible for any losses or damages suffered by you as a result of such termination.
8.13. Government Rights. If Licensee is, or are entering into this Agreement on behalf of, any
agency or instrumentality of the United States Government, the Licensed Software is “commercial
computer software” and “commercial computer software documentation,” and pursuant to FAR 12.212 or
DFARS 227.7202, and their successors, as applicable, use, reproduction, and disclosure of the Licensed
Software are governed by the terms of this Agreement.
8.14. Interpretation. The headings in this Agreement are solely for convenience of reference and
will not affect its interpretation. Unless the context otherwise requires, the singular includes the plural,
and the plural includes the singular. Unless otherwise specifically stated, references to Sections refer to
sections in the main body of this Agreement and the words “herein,” “hereof,” and “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any particular section or paragraph.
The words “include,” “includes,” “including” and derivative forms of them will be deemed followed by
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the phrase “without limitation” regardless of whether such phrase appears there (and with no implication
being drawn from its inconsistent inclusion or non-inclusion). Any ambiguities in this Agreement will
not be strictly construed against the drafter of the language concerned but will be resolved by applying the
most reasonable interpretation under the circumstances, giving full consideration to the intentions of the
parties at the time of contracting. This Agreement will not be construed against any party by reason of its
preparation.
A-1
Exhibit A
• Licensed Software
Name
Part Numbers
・OpenGL ES Library
・OpenGL ES Driver
RZ 64bit Linux Graphics Library Package for Mali
(RTK0EF0045Z13001ZJ)
• Documentation
o User’s Manual
RZ/G2L Mali GPU Integration Guide
o User’s Manual is distributed apart from the Licensed Software
• Additional Terms and Conditions
1. OpenGL ES Library & Driver
o Licensee acknowledges and agrees that the OpenGL ES Library includes the
technology of ARM LIMITED (“ARM”);
o Licensee acknowledges and agrees that ARM is a third party beneficiary of this
Agreement and as such, ARM shall be entitled to bring an action against Licensee
for any breaches of this Agreement which cause damage to ARM; and
o Open GL ES Driver is open source software and is distributed pursuant to the
applicable open source license terms described in the source code.
• Products
o RZ/G2L (R9A07G044L28GBG, R9A07G044L18GBG, R9A07G044L24GBG,
R9A07G044L14GBG, R9A07G044L27GBG, R9A07G044L17GBG, R9A07G044L23GBG,
R9A07G044L13GBG)
o RZ/G2LC (R9A07G044C26GBG, R9A07G044C16GBG, R9A07G044C22GBG,
R9A07G044C12GBG)
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