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EVALUATION LICENSE AGREEMENT FOR ENTERPRISE SONiC DISTRIBUTION BY BROADCOM

THIS EVALUATION LICENSE AGREEMENT (“Agreement”) GOVERNS THE DOWNLOAD, INSTALLATION, AND USE OF ENTERPRISE
SONiC DISTRIBUTION BY BROADCOM (collectively the “Software”). BY DOWNLOADING, INSTALLING, OR USING THE
SOFTWARE, YOU ARE AGREEING TO BE BOUND ON AN ONGOING BASIS BY THE TERMS AND CONDITIONS HEREIN, WHICH
MAY BE UPDATED BY BROADCOM FROM TIME TO TIME. IF AT ANY TIME YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS
AGREEMENT, PROMPTLY STOP USE OF THE SOFTWARE AND DESTROY ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION
OR CONTROL, AND CERTIFY IN WRITING TO BROADCOM SUCH CESSATION OF USE AND DESTRUCTION.

Single User License. Subject to the terms and conditions of this Agreement, Avago Technology International Sales Pte. Limited
(“Broadcom”) and its suppliers grant to you (“Licensee”) a non-exclusive, non-sublicensable, non-transferable, non-assignable
license to use the Software in object code form solely for the purpose of evaluating, testing and/or validating the Software in
a non-production environment during the Evaluation Period in accordance with the section entitled “Restrictions” below.
Licensee may make such backup copies of the Software as may be necessary for Licensee’s lawful use, provided Licensee
affixes to such copies all trademark, copyright, patent, and notices of other proprietary rights that appear on the original.
Open Source Software. Certain components of the Software may incorporate “open source” software. Open source software
is subject to the applicable open source license (e.g., the GNU General Public License) and is not subject to this Agreement.
SONiC is an open source Network Operating System (NOS) project and all the open source components and links to associated
source code is available on the github at link below. The github will continuously get updated as the community adds new
open source components to SONiC.

https://github.com/Azure/SONiC

Restrictions. Licensee acknowledges and agrees that the Software is only intended to be used in a non-production
environment. A non-production environment means a software environment that shall be used exclusively for test activities,
and not for any business operations of the Licensee or other users. Licensee may not use or otherwise exploit the Software
in any manner or for any purpose other than as expressly set forth herein. Without limiting the foregoing, Licensee shall not,
and shall not attempt to: (i) disclose, release or distribute the Software or otherwise make available the Software or the use
thereof to any third party; (ii) except to the extent required to be permitted under applicable law, reverse engineer,
decompile, disassemble or otherwise attempt to discover the source code for any Software not provided by Broadcom as
Source Code; (iii) use the Software in any production environment or for any commercial purpose; or (iv) allow any other
persons to access, evaluate, test or otherwise use the Software. In addition, Licensee agrees not to disclose, release, distribute
or otherwise make available to any third party any data, information or other results arising from any testing, evaluation, or
validation of the Software.

Proprietary Notices. Licensee shall not remove, efface or obscure any copyright, trademark or other proprietary notices from
the Software. Licensee shall include reproductions of all copyright notices found on or in the Software 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 or its licensors and that Licensee shall have no rights therein.

Ownership and Feedback. As between the parties, Broadcom or its licensors shall retain all right, title and interest, including
all intellectual property rights, in and to the Software, other than the limited license expressly granted herein to Licensee.
Licensee hereby covenants that it will not assert any claim that the Software infringe any intellectual property right owned
or controlled by Licensee. Should Licensee provide Broadcom comments, suggestions, improvements or other
communications directly relating to Software or Broadcom Confidential Information ("Feedback"), Broadcom may use such
Feedback for any purpose. Licensee grants to Broadcom and its Affiliates, under all Licensee's intellectual property rights, the
perpetual, irrevocable, royalty-free, worldwide right, with a right to grant sublicenses, to (i) reproduce, make derivative works
of, distribute, and use such Feedback, (ii) incorporate such Feedback in products, and (iii) make, have made, use, sell, offer
for sale, export, import and otherwise dispose of products that incorporate such Feedback, without payment of royalties, or
the provision of attribution or additional consideration to Licensee.
No Other Rights Granted. Apart from the license rights expressly set forth in this Agreement, Broadcom does not grant and
Licensee does not receive any 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 Warranty. THE SOFTWARE, ANY DOCUMENTATION RELATING TO THE SOFTWARE AND ANY OTHER INFORMATION
PROVIDED TO LICENSEE BY BROADCOM IN CONNECTION WITH THIS AGREEMENT ARE 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 AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE AND/OR NONINFRINGEMENT CONCERNING THE
SOFTWARE OR ANY UPGRADES THERETO. WITHOUT LIMITATION OF THE ABOVE, BROADCOM GRANTS NO WARRANTY THAT
THE SOFTWARE ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. BROADCOM GRANTS NO WARRANTY
REGARDING THE USE OF THE SOFTWARE OR THE RESULTS THEREFROM INCLUDING, WITHOUT LIMITATION, THEIR
CORRECTNESS, ACCURACY OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SOFTWARE ARE
NOT DESIGNED, INTENDED, OR CERTIFIED FOR USE IN COMPONENTS OR SYSTEMS INTENDED FOR THE OPERATION OF
WEAPONS, WEAPONS SYSTEMS, NUCLEAR INSTALLATIONS, MASS TRANSPORTATION, AVIATION, LIFE-SUPPORT COMPUTERS
OR EQUIPMENT (INCLUDING RESUSCITATION EQUIPMENT AND SURGICAL IMPLANTS), POLLUTION CONTROL, HAZARDOUS
SUBSTANCES MANAGEMENT, OR FOR ANY OTHER 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.

No Support. Nothing in this Agreement shall obligate Broadcom to provide any support for the Software. Broadcom shall be
under no obligation to correct any defects in the Software and/or provide updates to Licensees of the Software.

Third-party Software. Licensee acknowledges that the Third-Party Software is not owned by Broadcom, and may be subject
to additional restrictions imposed by its licensor. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
BROADCOM OFFERS NO WARRANTIES (WHETHER EXPRESS OR IMPLIED) OR SUPPORT OF ANY KIND WITH RESPECT TO THE
THIRD-PARTY SOFTWARE.

Confidential Information. Licensee acknowledges and agrees that the Software, any documentation and information relating
to the Software (including any Test Results), the terms of this Agreement, and any other information (if such other information
is identified as confidential or should be reasonably recognized as confidential under the circumstances) provided to Licensee
by Broadcom in connection with this Agreement (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 Confidential Information. Licensee shall retain all Confidential Information in strict confidence and not
disclose it to any third party or use it in any way, except to the extent expressly permitted by this Agreement. 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. Disclosure of
Confidential Information to Licensee's employees shall be limited to Authorized Personnel to the extent they need to know
Confidential Information in order for Licensee to exercise its rights and perform its obligations hereunder, and provided that
such Authorized Personnel must be bound at all times by written confidentiality agreements not materially less protective of
the Confidential Information than the provisions of this Section. 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 rightfully known to Licensee, without restriction, from a source other
than Broadcom without breach of this Agreement by Licensee and otherwise not in violation of any Broadcom right.

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 or destroyed, with a written certificate of
such destruction provided to Broadcom, upon written request by Broadcom or upon termination or expiration of this
Agreement.

Limitation of Liability. IN NO EVENT SHALL BROADCOM OR ANY OF THE BROADCOM AFFILIATES OR LICENSORS HAVE ANY
LIABILITY FOR (A) ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF
PROCUREMENT OF SUBSTITUTE TECHNOLOGY, OR LOSS OF BUSINESS, (B) 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. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BROADCOM’S LIABILITY TO LICENSEE IS LIMITED TO $1,000.00. MULTIPLE CLAIMS WILL NOT ENLARGE THIS
LIMIT. THIS SECTION APPLIES WHETHER OR NOT DAMAGES WERE FORESEEABLE, EVEN IF BROADCOM HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE
REMEDY PROVIDED IN THESE TERMS.

Term and Termination. This Agreement is effective until terminated. Either party may terminate this Agreement at any time
for any reason by providing thirty (30) days written notice to the other party. Licensee’s license rights under this Agreement
will terminate immediately without notice from Broadcom if Licensee fails to comply with any provision of this Agreement.
Upon any termination or the expiration of this Agreement, the rights and licenses granted to Licensee under this Agreement
shall immediately terminate. Upon termination or expiration of this Agreement, Licensee shall either return to Broadcom,
within thirty (30) days, or destroy, and provide a written certificate of such destruction to Broadcom, all copies of the Software
and other Confidential Information, and tangible items in Licensee's possession or control that are proprietary to Broadcom.
The provisions under “No Warranty”, “Confidential Information”, “Limitation of Liability”, “Term and Termination”,
“Governing Law”, and “Notices” shall survive termination of this Agreement.

Compliance with Law. Each party agrees to comply with all applicable laws, rules and regulations in connection with its
activities under this Agreement. Without limiting the foregoing, Licensee acknowledges and agrees that the Software,
including technical data, is subject to United States export control laws, including the United States Export Administration Act
and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to
comply strictly with all such regulations and acknowledges that Licensee has the responsibility to obtain licenses to export,
re-export, or import the Software.
Governing Law; Venue. This Agreement will be interpreted under California law, notwithstanding the choice of law rules of
California or any other jurisdiction. The jurisdiction and venue for any action arising out of or relating to the subject matter
of this Agreement shall be the California State and United States federal courts located in Santa Clara County, California,
and all Parties hereby submit to the personal jurisdiction of such courts.

Notwithstanding any provision in this Agreement, Broadcom or Customer may request any judicial, administrative, or other
authority to order any provisional or conservatory measure, including injunctive relief, specific performance, or other
equitable relief, prior to the institution of legal or arbitration proceedings, or during the proceedings, for the preservation of
its rights and interests or to enforce specific terms that are suitable for provisional remedies. This Agreement will not be
governed by the following, the application of which is hereby expressly excluded: the conflict of law rules of any jurisdiction,
the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information
Transactions Act, as enacted in any jurisdiction. The prevailing party shall be awarded its reasonable attorney fees, and costs
and expenses incurred in any litigation arising under this Agreement.

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 and other equitable relief in any
court of competent jurisdiction to enforce obligations under the Agreement in addition to any other rights and remedies it
may have.

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.

Effective September 1, 2022

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