Rev 7/29/2021 1
Qorvo Object Code OEM Software License Agreement
This Qorvo Object Code OEM Software License Agreement (this “Agreement”) is a binding agreement
between Qorvo US, Inc, on behalf of itself and its subsidiaries and Affiliates (“Qorvo”) and the original
equipment manufacturer or other entity for whom you download the Software on their behalf (the “OEM”) as
the OEM’s authorized Representative. This Agreement only applies to Software made available to OEM at no
charge by Qorvo solely in object code form (plus any necessary headers and ancillary code, which may be
provided in source code) and from a distribution site provided or otherwise authorized by Qorvo. For all other
Qorvo products and software, including any software made available to OEM in source code form (other then
the header and ancillary files) or otherwise for a fee, please see the applicable software license agreement
made available with that software or contact OEM’s Qorvo account representative.
QORVO PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT AND ON THE CONDITION THAT OEM ACCEPTS AND COMPLIES WITH THEM. BY
DOWNLOADING THE SOFTWARE, RETAINING THE SOFTWARE AFTER RECEIPT IF THE SOFTWARE
WAS SENT OR UPLOADED TO YOU OR OEM, OR BY CLICKING ACCEPT OR AGREE WHEN THIS
OPTION IS MADE AVAILABLE TO YOU, YOU (A) ACCEPT THIS AGREEMENT ON BEHALF OF OEM
AND AGREE THAT OEM IS LEGALLY BOUND BY ITS TERMS; (B) REPRESENT AND WARRANT THAT
YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF
OF OEM AND BIND OEM TO ITS TERMS. IF OEM DOES NOT AGREE TO THE TERMS OF THIS
AGREEMENT, QORVO WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO OEM AND YOU MUST
NOT DOWNLOAD THE SOFTWARE OR DOCUMENTATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR OEM’S
ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED
(WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS
AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE IN SOURCE
CODE FORM (OTHER THAN HEADER FILES OR OTHER ANICLLIARY FILES DESCRIBED BELOW) OR
ANY SOFTWARE THAT YOUR OR OEM DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A
LEGITIMATE, AUTHORIZED COPY OF QORVO’S SOFTWARE.
1. DEFINITIONS.
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice
of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil,
criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.
“Affiliate” of a party means any other Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with the party. For purposes
of this definition, the term “control” means the power (or, as applicable, the possession or exercise of
the power) to direct, or cause the direction of, the management, governance, or policies of a given
entity, directly or indirectly, through any applicable means (whether through the legal, beneficial, or
equitable ownership, of more than fifty percent (50%) of the aggregate of all voting or equity interests
or securities of such entity, through partnership, or through some other form of ownership interest, by
contract, or other applicable legal document, or otherwise).
“End-User” means a Person that purchases, licenses, or uses an Integrated Product for its own use
and not for transfer or resale of any kind.
“EULA” means a license agreement approved by Qorvo setting forth the terms and conditions of an
End-User’s permitted use of the Software incorporated in or integrated with an Integrated Product.
“Integrated Products” means products made by or on behalf of OEM that incorporate or include the
Software and one or more Qorvo ICs (as defined below) and OEM Components, solely to the extent
such products are designed to operate in the operating environment described in the Specifications.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied
for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark,
Rev 7/29/2021 2
trade secret, database protection, or other intellectual property rights Laws, and all similar or
equivalent rights or forms of protection, in any part of the world.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common
law, judgment, decree, or other requirement of any federal, state, local, or foreign government or
political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements,
interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’
fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any
insurance providers.
“OEM Components” means any and all components of the Integrated Products other than the
Software or any Qorvo ICs.
“Open Source Component” means any software component that is provided under this Agreement
as part of the Software that is subject to any open source license agreement, including any software
available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL),
GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD
licenses, or any other license that is approved by the Open Source Initiative.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity,
governmental authority, unincorporated organization, trust, association, or other entity.
“Qorvo IC” means an integrated circuit produced by Qorvo including, but not limited to, ultra-wideband,
Bluetooth, Zigbee, power management and sensor technologies, which may be sold to OEM (directly
by Qorvo or through a distribution channel authorized by Qorvo) by itself or as a component in a
module or other assembly.
“Qorvo Materials” means any and all of the Software, Specifications, and other technologies,
information, and materials provided by Qorvo to OEM to enable OEM to develop, make or have made,
market, distribute, license, or provide maintenance, support, or other services for Integrated Products.
“Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers,
directors, consultants, agents, independent contractors, service providers, sublicensees,
subcontractors, and legal advisors.
“Software” means a software product downloaded by OEM and provided by Qorvo or one or more of
its Affiliates, together with all related Specifications. The Software is provided only in object code,
together with any necessary header files and ancillary files in source code.
“Specifications” means the technical specifications for the Software provided by Qorvo to OEM, which
describes the functionality, components, features, or requirements of the Software, including any
aspect of the installation, configuration, integration, operation, or use of the Software, as the same
may be modified from time to time by Qorvo.
“Third-Party Materials” means, other than the Integrated Products and OEM Components, all
materials and information in any form or medium, including any Open Source Components or other
software, documents, data, content, specifications, products, equipment, or components of or relating
to the Software, that are not proprietary to Qorvo.
2. REGISTRATION. To get access to the Qorvo Materials, OEM may be required to provide certain
contact details and other information. OEM’s use of the Qorvo Materials is conditioned on all
information provided by OEM or its Representative be correct, current, and complete. OEM and its
Representatives agree and acknowledge that all such information will be governed by Qorvo’s privacy
notice, and OEM and its Representatives consent to all actions Qorvo takes with respect to its and
their information consistent with such privacy notice.
3. LICENSE GRANTS AND DISTRIBUTION RIGHTS.
3.1. Software License. Subject to and conditioned on OEM’s compliance with the terms and
conditions of this Agreement, Qorvo hereby grants OEM a limited, worldwide, fully paid-up,
royalty-free, non-exclusive, non-transferable, and non-sublicensable (except to End-Users)