This software release includes proprietary and open source components. ALL PROPRIETARY COMPONENTS ARE SUBJECT TO THE MARVELL USE LICENSE AGREEMENT DETAILED BELOW. MARVELL USE LICENSE AGREEMENT for public github The use of the Marvell Software is exclusively governed by the terms of this limited use license agreement (the “Agreement”), by and between MARVELL INTERNATIONAL LTD., a Bermuda corporation with its principal place of business at Canon's Court, 22 Victoria Street, Hamilton, HM12 Bermuda (“Marvell”), and you or the Company that you are acting on its behalf (“Licensee”). Licensee and Marvell are each a “party” and, collectively, are the “parties” to this Agreement. BY DOWNLOADING THE SOFTWARE, LICENSEE SHALL BE DEEMED TO HAVE ACCEPTED AND AGREED TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT (“ACCEPTANCE”), AND THIS AGREEMENT SHALL BECOME EFFECTIVE UPON THE DATE OF SUCH DOWNLOAD OF THE SOFTWARE BY LICENSEE (THE “EFFECTIVE DATE”). IF THE LICENSEE HEREOF IS AN ENTITY (INCLUDING ITS AFFILIATES) SUCH AS A COMPANY (“COMPANY”) AND AN INDIVIDUAL IS ENTERING THIS AGREEMENT ON THE COMPANY’S BEHALF, THEN THE COMPANY WILL BE BOUND BY THIS AGREEMENT WHEN THAT INDIVIDIAL ACCESSES THE CODE. WHEN S/HE DOES SO, IT WILL ALSO CONSTITUTE A REPRESENTATION BY THAT INDIVIDUAL THAT S/HE IS AUTHORIZED TO BIND THE COMPANY AS A PARTY TO THIS AGREEMENT. AS RELEVANT, S/HE AND COMPANY ARE RESPECTIVELY “LICENSEE” UNDER THIS AGREEMENT. 1. DEFINITIONS 1.1 “Binary Code” means the executable binary code compiled or otherwise derived from Source Code. 1.2 “Confidential Information” means (i) the Deliverables and any portions, components or sub-files thereof; (ii) the structure, sequence and organization of the Deliverables and the concepts, methods of operations and ideas disclosed therein; (iii) any trade secrets and know-how relating to the Deliverables and/or the Marvell Product; (iv) Third Party Deliverables and (v) the terms and conditions of this Agreement. 1.3 “Deliverables” means the software, firmware, Documentation and other technology provided by Marvell to Licensee or identified by Marvell pursuant to this Agreement. 1.4 “Derivatives” means: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; and (ii) for material protected by trade secret, any new material derived from or employing such existing trade secret. 1.5 “Documentation” means written materials, including, without limitation, comments and associated flow charts, diagrams, user or operating manuals, brochures or electronic text and other written instructions. 1.1 “Intellectual Property” means all intellectual property rights worldwide arising under statutory or common law, including patent rights, trade secret rights, copyrights, or any analogous or similar right in any jurisdiction. For purposes of this Agreement, Intellectual Property excludes trademarks. 1.2 “Licensed Patent Claims” means the claims of the patents owned by Marvell that, in the absence of a license from Marvell, would be directly infringed by the exploitation of the Licensee’s Product or Licensee’s Software (as combined or used with the Licensee’s Product), excluding any third-party technology, products or services that may be combined or used with Licensee’s Product or Licensee’s Software. 1.3 “Licensee’s Product” means a product sold by or for Licensee that incorporates a Marvell Product. 1.4 “Licensee’s Software” means software or a platform owned by Licensee that incorporates the Deliverables or any Derivatives thereof for use solely with a Marvell Product. 1.5 “Marvell Product” means Marvell’s proprietary silicon solutions designed to operate with the Deliverables. 1.6 “Open Source Software” means all software that is distributed under an open source license, which includes (i) any license approved by the Open Source Initiative or any similar license and (ii) any license that meets the Open Source Definition or the Free Software Definition, including without limitation the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License and all Creative Commons “sharealike” licenses. 1.7 “Source Code” means the human readable version of software or firmware. 1.8 “Third Party Deliverables” means any Deliverables that are owned in whole or in part by a third party, other than Open Source Software. 2. LIMITED LICENSES Subject to Licensee’s compliance with the terms and conditions of this Agreement, Marvell hereby grants to Licensee a non-transferable, non-sublicensable, non-exclusive, revocable, royalty-free, license: 2.1 Under the copyrights and trade secrets owned by Marvell and solely for purposes of enabling Licensee's Software and Licensee's Product to operate exclusively with a Marvell Product to (i) internally use and copy the Deliverables and modify the Deliverables that are provided by Marvell in Source Code; (ii) internally use and copy the Binary Code of the Deliverables for Licensee’s evaluation, testing and development of Licensee’s Software and Licensee’s Product; and (iii) copy, publicly perform, publicly display and distribute, through multiple tiers of distribution, the Deliverables solely in Binary Code form (except for those components which were provided by Marvell in source code format), as integrated or used with Licensee’s Software and/or a Licensee’s Product, and 2.2 Under the Licensed Patent Claims, to use, make, have made, import, sell and offer to sell the Licensee’s Product and Licensee’s Software. 3. LICENSE RESTRICTIONS; OWNERSHIP AND GRANT-BACK LICENSE TO DERIVATIVES 3.1 Licensee will not, and will not allow any third party to (i) use the Deliverables, including without limitation any Third Party Deliverables or Derivatives of either of the foregoing in conjunction with any product other than the Marvell Product; (ii) license, sell or otherwise distribute the Deliverables and/or Derivatives thereof as a standalone product; (iii) modify, enhance, adapt, decrypt, disassemble, decompile, or reverse engineer the Deliverables provided in Binary Code form, (iv) distribute or disclose the Source Code of any Deliverables provided in binary format or any derivative works thereof to any third party without the prior written approval of Marvell; and/or (v) subject the Deliverables, or any portion thereof, to any license obligations applicable to the Open Source Software (unless subject to the Open Source Software license identified by Marvell as applicable to such Open Source Software as of the date of Marvell’s delivery of such Deliverables to Licensee). If Licensee is a European Union (“EU”) resident, information necessary to achieve interoperability of the Deliverables with other programs within the meaning of the EU Directive on the Legal Protection of Computer Programs is available from Marvell upon written request. 3.2 Marvell and its suppliers own all right, title and interest in and to the Deliverables and all Intellectual Property rights therein. Licensee will not remove any copyright or patent marking notice from the Deliverables. Licensee agrees that each copy of Licensee’s Software that includes all or any portion of the Deliverables or Derivatives thereof will be accompanied by and subject to a Binary Code-limited software license, the terms and conditions of which will be at least as protective of the Deliverables and Derivatives thereof as the terms and conditions Licensee uses for its own software products and the terms and conditions governing this Agreement. Ownership of the Open Source Software will be subject to and in accordance with the applicable Open Source Software license. Except as expressly provided herein, this Agreement does not grant Licensee any rights under any of Marvell’s Intellectual Property rights or trademarks. Marvell retains all rights not explicitly granted herein. 3.3 Licensee will own the copyrights and trade secrets in Derivatives of the Deliverables created by or for Licensee pursuant to this Agreement, subject to Marvell’s underlying ownership rights in the Deliverables and any conflicting terms in any licenses applicable to Third Party Deliverables. Licensee hereby grants back to Marvell and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, under its Intellectual Property rights, to use, make, have made, sell, offer to sell, import, copy, display, publicly perform, publicly display, distribute through multiple tiers of distribution, create or have created Derivatives and otherwise exploit (a) the Derivatives of the Deliverables created by or for Licensee pursuant to this Agreement, in whatever form, and (b) any comments, suggestions, ideas, suggestions, or any other feedback provided to Marvell by or on behalf of Licensee with respect to any of the Deliverables or the Marvell Product. Marvell will own all Derivatives that are made and Intellectual Property rights arising from Marvell or its affiliates’ exercise of the foregoing license. 1.9 Notwithstanding Section 2.1, no license is granted hereunder with respect to any Third Party Deliverables. Licensee is solely responsible for obtaining and maintaining at its sole expense and cost licenses to any Third Party Deliverables. 4. OPEN SOURCE SOFTWARE The Open Source Software included in or used with the Deliverables is subject to the license terms identified or reproduced in (i) the text files or file headers associated with the Open Source Software; (ii) within the Source Code of the Open Source Software that is provided to Licensee pursuant to this Agreement. In the event of any conflict between this Agreement and the applicable Open Source Software license terms, such Open Source Software license terms will control solely with respect to the applicable Open Source Software. 5. CONFIDENTIAL INFORMATION Licensee will not disclose to any third party, or use in any manner not expressly permitted herein, any Confidential Information. Licensee agrees to take all reasonable measures to protect Confidential Information and prevent unauthorized disclosure, which measures will be at least as stringent as those measures Licensee takes to protect its own confidential information of like kind. Without in any way limiting the foregoing, Licensee will restrict access to Confidential Information, including but not limited to the Deliverables and Third Party Deliverables, to Licensee employees and individual third party contractors who have complied with the requirements of Section 5 who have a “need-to-know” to exercise the license rights granted to Licensee herein. Notwithstanding the above, all Confidential Information, and any documents and other tangible objects containing or representing Confidential Information and all copies thereof will be and remain the exclusive property of Marvell, its affiliates and their respective suppliers. 6. DISCLAIMER OF WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DELIVERABLES AND CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS OR SUFFICIENCY FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, QUIET ENJOYMENT OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. MARVELL, ITS AFFILIATES AND THEIR SUPPLIERS DISCLAIM ANY WARRANTY THAT THE DELIVERABLES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE. 7. LIMITATION OF LIABILITY IN NO EVENT WILL MARVELL, ITS AFFILIATES OR THEIR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT OR LICENSEE’S USE OF OR INABILITY TO USE THE DELIVERABLES AND/OR CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUES, BUSINESS INTERRUPTION OR LOSS OF INFORMATION (INCLUDING IN CONNECTION WITH ANY DATA BREACH OR CYBERSECURITY INCIDENT), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COLLECTIVE LIABILITY OF MARVELL, ITS AFFILIATES AND THEIR SUPPLIERS UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSEE TO MARVELL HEREUNDER OR U.S. ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN JURISDICTIONS THAT PROHIBIT EXCLUSION OF LIABILITY OR LIMITATION OF IMPLIED WARRANTIES REGARDLESS OF THE PARTIES’ CHOICE OF APPLICABLE GOVERNING LAW, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY BE LIMITED IN THEIR APPLICATION TO LICENSEE AND, DEPENDING ON LOCAL LAW, LICENSEE MAY HAVE OTHER SPECIFIC LEGAL RIGHTS. 8. TERM AND TERMINATION 8.1 The licenses granted hereunder commence on the Effective Date and will continue until terminated. Without prejudice to any other right or remedy which may be available to it, Marvell may terminate this Agreement, upon the provision of written notice to Licensee, if Licensee commits a material breach of any term or condition of this Agreement, including without limitation the license restrictions set forth in this Agreement. 8.2 Upon expiration or termination of this Agreement for any reason, Licensee agrees to immediately cease use of, and to destroy, at Marvell’s sole option, all copies of the Deliverables, all Derivatives thereof and any other Confidential Information of Marvell, its affiliates or suppliers in Licensee’s or its subcontractors’ possession, custody or control, together with all copies and merged portions in any form, including but not limited to deletion of the foregoing from Licensee’s computers, and to certify such return or destruction in writing. In the event of termination of this Agreement, all licenses granted to Licensee and sublicenses granted will terminate immediately. Licensee and its customers will have the right to continue using the Deliverables solely as incorporated into Licensee Products and/or Licensee Software prior to the termination or expiration of the Agreement. 8.3 Notwithstanding anything to the contrary contained herein, the introductory paragraph of this Agreement and the provisions of Sections 2, 3, 5, 6, 7, 8, 9, 10, and 11 will survive any termination of this Agreement. 9. EXPORT CONTROLS Licensee agrees that it will not export, reexport or transfer the Deliverables, Derivatives thereof, Confidential Information or any products developed with or utilizing the Deliverables, Derivatives thereof or Confidential Information, in violation of any applicable laws or regulations of the United States or the country where the Deliverables or Confidential Information were obtained. Licensee is solely responsible for obtaining any licenses or authorizations required for Licensee to export, reexport, transfer or import the Deliverables, Derivatives thereof, Confidential Information and Licensee’s Software and Licensee’s Product. 10. UNITED STATES GOVERNMENT RESTRICTED RIGHTS The Deliverables are “Commercial Items(s)” as defined in 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, and their successors, as applicable. The Deliverables were developed entirely at private expense and no part of the Deliverables were first produced or further developed in the performance of a U.S. Government contract. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202‑1 through 227.7202‑4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Licensee will comply with all laws and regulations applicable to the acquisition of Commercial Computer Software and Commercial Computer Software Documentation by the U.S. Government or any contractor therefor. If Licensee supplies Deliverables to a U.S. Government agency, Licensee, in accordance with FAR 12.212 or DFARS 227.7202 and their successors, as applicable, Licensee will license the Deliverables to the U.S. Government subject to the terms set forth in this Agreement. 11. MISCELLANEOUS 11.1 Licensee will not assign or otherwise transfer this Agreement, the license(s) granted, or any of its rights and obligations hereunder, whether in whole or in part, including by operation of law, upon a change of control of Licensee or sale of Licensee’s assets to which this Agreement relates or similar transaction, without the prior written consent of an authorized signatory of Marvell. This Agreement will bind and inure to the benefit of the parties and any permitted successors and assigns. Any purported assignment or transfer of this Agreement that is not in accordance with this Section will be of no force or effect. Licensee will provide written notice to any successor to Licensee or its assets to which this Agreement relates of Marvell’s rights and Licensee’s obligations hereunder prior to the consummation of the change of control or sale of Licensee’s business assets or similar transaction. 11.2 Licensee acknowledges that its breach of this Agreement may cause irreparable harm and significant injury to Marvell in an amount that may be difficult to ascertain and for which a remedy at law may be inadequate. Accordingly, Licensee agrees that, in addition to any other rights and remedies it may have, Marvell will have the right to seek injunctive relief in any court of competent jurisdiction to enforce Licensee’s obligations under this Agreement. 11.3 This Agreement (and the rights and obligations of the parties with respect to their relationship under this Agreement) will be construed and interpreted in accordance with the laws of the United States and State of California, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction. The parties irrevocably consent to the jurisdiction of all federal and state courts in California, and agree that venue will lie exclusively in Santa Clara County, California. The parties specifically disclaim the United Nations Conventions for the International Sale of Goods. 11.4 Any notice is required or authorized hereunder, such notice will be given in writing by recognized delivery service or personal delivery addressed to the other party. Notices will be sent to Marvell at the address set forth in the introductory paragraph of this Agreement, with a copy to Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara California 95054, U.S.A., Attn: Legal Department. 11.5 A waiver of any default hereunder or of any of the terms or conditions of this Agreement will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but will apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 11.6 If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement, will continue in full force and effect. 11.7 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. 11.8 No provision of this Agreement is intended to confer any rights or benefits upon any third party. This Agreement is executed in English and no translation of this Agreement will have any effect on its interpretation.