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* [edk2-devel] Renesas uPD720202 USB3 Controller Firmware Binary License
@ 2024-10-05 21:09 Rebecca Cran
  2024-10-06 16:13 ` Kevin@Insyde via groups.io
  0 siblings, 1 reply; 2+ messages in thread
From: Rebecca Cran @ 2024-10-05 21:09 UTC (permalink / raw)
  To: devel, Ard Biesheuvel, Leif Lindholm, Michael D Kinney,
	Andrew Fish

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I took a look at the firmware loader for the uPD720202 that Ard 
submitted back in 2017 and after asking Renesas learned that the last 
version of the firmware is actually publicly available on their site.

It can be downloaded from 
https://www.renesas.com/en/products/interface/usb-switches-hubs/upd720202-usb-30-host-controller#documents 
after accepting a license agreement - which I've attached in both the 
original PDF format and after converting it to plain text.


I'm hoping somebody is better than I am at parsing the legalese and can 
tell me if we'd be allowed to add the K2026090.mem firmware binary to 
edk2-non-osi?

There are still a few machines which use it including Ampere Altra based 
systems, so even after all this time it would be nice if we could add it.


Rebecca


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[-- Attachment #2: Disclaimer8.pdf --]
[-- Type: application/pdf, Size: 185580 bytes --]

[-- Attachment #3: EULA.txt --]
[-- Type: text/plain, Size: 22721 bytes --]

END USER LICENSE AGREEMENT

In consideration of the mutual promises and covenants herein, you and Renesas Electronics Corporation
(“Renesas”) hereby agree as follows:

1. Definitions.

1.1. “Licensed Software” means, collectively, all software, including the Software Development
Kit (“SDK”), in source code or binary form, including all contents thereof, downloaded by
you in connection with this EULA, including all upgrades, modifications and updates
provided to you, if any, and all derivative works of such Licensed Software (“Derivatives”),
and any materials and associated documentation related to the Licensed Software made
available by Renesas or its subsidiaries (other than Open Source Code).

1.2. “Open Source Code” means any “open source,” “free software” or similarly-licensed
software or other materials, including software or materials that are subject to an open
source license that is approved by the Open Source Initiative (opensource.org).

1.3. “Open Source Terms” means the terms and conditions that are applicable to a given piece
of Open Source Code.


2. License; Restrictions.

2.1. Subject to the terms and conditions hereof, Renesas, on behalf of itself and its subsidiaries,
hereby grants to you a personal, non-exclusive, non-transferable, revocable license (without
the right to sublicense, except as permitted herein) during the term hereof, under Renesas’,
its subsidiaries’, its and their respective licensors’ intellectual property rights (excluding
patent rights), in and to the Licensed Software to: (1) use the Licensed Software for the
purpose of internally evaluating and testing Renesas products (“Renesas Products”), (2)
copy and modify the Licensed Software (including to develop software applications using
the SDK (“Applications”)) for the purpose of developing your system-level products that
incorporate Renesas Products (“Customer Product”), (3) compile a binary version of the
Licensed Software (including, for clarity, any Applications or Licensed Software modified in
accordance with the foregoing subsection (2)) and make (or have your contract
manufacturer that is bound in writing by confidentiality and use restrictions no less
restrictive than those set forth herein make) copies of such binary version solely as
necessary to incorporate such binary version into a Renesas Product or Customer Product,
(4) distribute binary versions of such Licensed Software (including Applications), only as
incorporated into Customer Products or Renesas Products, and (5) distribute the SDK,
including any Applications, as a standalone product, to your customers or contractors, who
shall not have the right to sublicense or further distribute the SDK or Applications as stand-
alone products (“Authorized Third Parties”), provided such distribution is solely in order to
exercise your rights under this EULA.

2.1.1 You shall maintain up-to-date internal records of all Authorized Third Parties
under this EULA, including details of any source code in the possession of the latter. You
acknowledge Renesas’ right to have access to these records at any time, and recognize that
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Such integration may include making derivatives, porting, and compiling the sensor source
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in Section 2.2, above, Renesas grants to you the right, consistent with Section 2.1, above, to
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limited solely to when such Licensed Software is incorporated into, or provided in
conjunction with, a product developed and sold under your brand (“Production OEM
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equivalent product or module. The Production OEM License does not extend to distribution
or sale of the Licensed Software standalone. Pursuant to the Production OEM License, you
may only distribute copies of the executable versions of the Licensed Software to third
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2.4. You acknowledge and agree that the Licensed Software may be bundled with or incorporate
software that Renesas and/or its subsidiaries has licensed or acquired from a third party
(“Third Party Software”). Such Third Party Software may either be licensed under
commercial terms or under Open Source Terms. All Third Party Software are licensed
according to the terms of their respective licenses and are delivered “AS IS” with no
warranties whatsoever. You hereby agree to fully comply with all Open Source Terms. In
addition, you shall not combine or integrate Licensed Software with other code that is
licensed as Open Source Code that would require any Licensed Software source code to be
disclosed, published, or licensed at no charge, except if Renesas has been informed of the
specific code in advance and has provided advance written consent.

2.5. After downloading the Licensed Software, you may be required to agree to additional terms
or conditions prior to accessing all or a portion of the Licensed Software (“Additional
Terms”). To the extent the Licensed Software includes such Additional Terms, such
Additional Terms shall supersede this EULA, and the license terms set forth in this Section 2
shall not have any force or effect with respect to the applicable portion of the Licensed
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through Renesas’ usual sales channels.

3. Intellectual Property Ownership, Copyright Protection.

The Licensed Software, and any authorized copies, are the intellectual property of, and owned by,
Renesas and/or its licensors. The structure, organization and code of the Licensed Software are the
valuable copyrights, trade secrets and confidential information of Renesas. The Licensed Software that
may be developed or created by you are protected by law, including, without limitation, the copyright
laws of Japan and other countries, and by international treaty provisions. Renesas will retain all right,
title and interest in and to all intellectual property rights related to the Licensed Software. If any
intellectual property rights related to the Derivatives do not automatically inure to Renesas, you hereby
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You acknowledge that the Software is a valuable proprietary asset of Renesas. Except as expressly
provided in this EULA, you shall not, and shall not authorize or permit any third-party to: (a) distribute,
sell, assign, sublicense, lease, rent, loan, or in any other way transfer the Licensed Software or any
portion thereof, except as otherwise expressly permitted in this EULA, or disclose the Licensed Software,
directly or indirectly, to any other person or entity that is not a party to this EULA, except for those
employees, contractors, and representatives of you on a strictly need-to-know basis who are subject to
confidentiality obligations (and you will maintain the confidentiality of the Licensed Software with at
least the same degree of care you use to protect your own confidential information, and no less than
reasonable care); (b) make use of the Licensed Software, except as expressly permitted hereunder; (c)
other than integration of the portions of the Licensed Software provided as source code and intended
for integration with a microcontroller or processor pursuant to the grant in Section 2.2, above, modify
the Licensed Software, or any portion thereof, or create derivative works based upon any of the
Licensed Software or any portion thereof, or decompile, decipher, disassemble, reverse engineer, or
otherwise determine the source code contained in any non-source code versions (e.g., object code or
binary versions) of the Licensed Software; (d) except with the express prior written consent of Renesas,
use the Licensed Software together with any open source code, or otherwise take any action or fail to
take any action, that would cause the Licensed Software to be subject to any open source or other third
party software terms or conditions; (e) alter or remove any proprietary notices or legends contained on
or in any of the Licensed Software or any portion thereof; (f) use any of the Licensed Software or any
portion thereof in any way that is in violation of any applicable laws; (g) unbundle any component of the
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You shall at all times remain responsible for compliance with the provisions of this EULA by each of your
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agreements to that effect. You remain fully liable to Renesas for any damages incurred by Renesas in
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5.1. THE LICENSED SOFTWARE IS DELIVERED TO YOU “AS IS,” WHERE IS, AND WITH ALL FAULTS,
AND RENESAS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS AND THEIR EMPLOYEES,
DIRECTORS, OFFICERS, CONSULTANTS, CUSTOMERS, SUPPLIERS, AND REPRESENTATIVES
(COLLECTIVELY, THE “RENESAS PARTIES”), WHETHER EXPLICITLY OR IMPLICITLY, MAKE NO
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INCLUDING AS TO ITS USE AND PERFORMANCE. TO THE FULLEST EXTENT PERMISSIBLE
UNDER APPLICABLE LAW, THE RENESAS PARTIES HEREBY EXPRESSLY DISCLAIM ALL
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SOFTWARE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NONINFRINGEMENT OF THIRD
PARTY RIGHTS, INTEGRATION, AND ANY WARRANTIES THAT MAY ARISE BY LAW OR OUT OF
COURSES OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. RENESAS DOES
NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET ANY REQUIREMENTS OR THAT
THE USE THEREOF WILL BE ERROT FREE.

5.2. Any information, documentation, descriptions or specifications related to the Licensed
Software may contain general descriptions related to the technical possibilities of individual
products and/or the Licensed Software, and are subject to change by Renesas without
advance notice.

6. Confidentiality.

6.1. For purposes of disclosures made pursuant to this EULA, and not modifying any separate
confidentiality agreement as may exist between the parties with respect to other
confidential subject matter, the Licensed Software shall not be disclosed by you to any third
party, except as otherwise expressly permitted in this EULA, and shall not be used for any
purpose other than as expressly authorized under Section 2, above. Further, each party
shall keep confidential any commercial, technical and business information disclosed by the
other party hereunder (“Confidential Information”). Subject to Section 6.3, below, the
receiving party shall use reasonable efforts to prevent any unauthorized use or disclosure of
Confidential Information, and in no case less than due care. Without limiting the foregoing,
the receiving party agrees to limit dissemination of Confidential Information disclosed by
the other party to its employees or contractors who are subject to written confidentiality
obligations and who have a need to know for purposes of this EULA. The receiving party’s
obligations in relation to the Confidential Information as set forth in this EULA shall expire
three (3) years after the receiving party’s receipt of such information (for clarity, not
including the confidentiality of the Licensed Software, which confidentiality obligation is
valid until it falls under any of the exceptions stated in Section 6.2, below), and shall this
survive any expiration and/or termination of this EULA. This Section 6.1 shall not apply to
product documentation and information which must reasonably be disclosed by you to your
end users, distributors, or resellers related to use of your product incorporating the Licensed
Software or Renesas Product.

6.2. Your confidentiality obligations under Section 6.1, above, do not extend to information
which you can demonstrate: (i) is or becomes generally available in the public domain
without fault of you, or any of your employees or other persons or entities having apparent
authority to act for you; (ii) is rightfully obtained by you from a third party without
restriction as to use and disclosure and without breach of any confidentiality or other
obligation by such third party; (iii) is shown by written record to have been rightfully known
to and in your possession without restriction as to use and disclosure prior to your receipt of
such Confidential Information from Renesas; or (iv) is developed by you without recourse to
such Confidential Information.

6.3. Without limiting the foregoing, you agrees to keep all source code of the Licensed Software
under password protection in a secure location to which access is restricted twenty four (24)
hours a day to only those employees authorized to use the Licensed Software as provided in
this EULA, unless otherwise expressly agreed under this EULA.

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY RENESAS PARTY BE LIABLE TO
YOU UNDER OR IN CONNECTION WITH THIS EULA OR THE LICENSED SOFTWARE (OR ANY PERSON OR
ENTITY CLAIMING RIGHTS DERIVED FROM YOU OR UNDER THIS EULA) FOR ANY LOSS, DAMAGES,
CLAIMS OR COSTS WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, CONSEQUENTIAL,
SPECIAL, INDIRECT, PUNITIVE, OR INCIDENTAL DAMAGES; ANY LOST PROFITS, REVENUE, BUSINESS,
SAVINGS, DATA, OR USE; OR ANY COST OF SUBSTITUTE PROCUREMENT, OTHER ECONOMIC DAMAGE,
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EACH CASE, WHETHER IN AN ACTION IN CONTRACT OR TORT, AND EVEN IF SUCH RENESAS PARTY HAS
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you or resulting from any breach, default or other violation hereof by you.

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8.1. You hereby represent and warrant that you shall not use the Licensed Software for the
purpose 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) other military activities, or (iii) any
use supporting these activities. You also hereby represent and warrant that you 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.
8.2. You acknowledges that the Licensed Software and Renesas Products have not been
designed for, nor intended for, application in life-critical or safety-critical applications, in
which failure or malfunction is likely to result in one (or more) of: i) death or serious injury
to people, ii) loss of, or severe damage to, equipment or property, or iii) environmental
harm (“Safety-Critical Applications”). TO THE MAXIMUM EXTENT ALLOWED BY LAW,
RENESAS HEREBY DISCLAIMS ANY LIABILITY OR DAMAGES ARISING FROM OR RELATED TO
YOURS OR YOUR CUSTOMER’S USE OF THE LICENSED SOFTWARE AND RENESAS PRODUCTS
IN SAFETY-CRITICAL APPLICATIONS.

8.3. Furthermore, you hereby represent and warrant that you shall not directly or indirectly,
export, reexport, transship or otherwise transfer the Licensed Software in violation of any
applicable export control laws or regulations promulgated and administered by the
governments of the countries asserting jurisdiction over the parties or their transactions.

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import, export, sales, manufacture, distribution or other disposal of Licensee’s end product),
whether or not undertaken to comply with industry specifications or standards, may require
you to obtain licenses or certificates from third parties or government agencies. You agree
and acknowledge that you alone shall be responsible for determining whether your
utilization of the Licensed Software requires any such licenses or certificates and for
obtaining them.

9. Term and Termination.
This EULA is effective until it is terminated. This EULA will terminate automatically if you fail to comply
with any terms and conditions provided herein. You may also terminate this EULA at any time by
uninstalling and destroying the Licensed Software (including, for clarity, the Derivatives) and any copies
thereof. Upon termination hereof, you shall stop all use of the Licensed Software (including, for clarity,
the Derivatives) and any copies thereof, and destroy the Licensed Software (including, for clarity, the
Derivatives) and any copies thereof, and the rights and licensed granted to you hereunder shall
terminate. Notwithstanding the foregoing, upon termination hereof, you and your customers shall be
entitled to retain the binary code form of the Licensed Software, if and only if: (a) it is embedded in or
integrated with a Renesas Product; and (b) it has been sold to such customer. You shall not have the
right to sell or otherwise transfer any products containing the Licensed Software subsequent to the
termination hereof, except for those products already in stock before the date of termination. The sole
exception to your right above is where Renesas has advised you of an issued injunction against such
distribution, in which case all distribution rights shall cease upon termination. Section 1 and Sections 3
through 12 hereof shall survive any termination or expiration hereof.

10. Governing Law and Venue.
This EULA will be governed by and construed in accordance with the laws of Japan, without regard to
conflicts of laws rules. The Tokyo District Court in Japan shall have exclusive jurisdiction over all disputes
relating to this EULA. Each of the parties hereby irrevocably waives any objection they may now or
hereafter have as to the venue of any such action or proceeding brought in such court, including, but not
limited to, any objection that such court is an inconvenient forum. If any action at law or in equity is
brought to enforce or interpret the provisions hereof, the prevailing party shall be entitled to recover all
costs of litigation, including actual attorneys’ fees, related incidental expenses, and court costs.

11. Injunctive Relief.
The parties agree that, notwithstanding anything to the contrary herein, in the event of a Licensee
breach or threatened breach of Sections 2 (License; Restrictions) or 6 (Confidentiality), Renesas will
suffer immediate, irreparable harm for which recovery of monetary damages will be inadequate.
Renesas may therefore enforce Sections 2 or 6 of this EULA by seeking injunctive or other equitable
remedies, in addition to available legal remedies, without the necessity of bond or proving actual
damages to the extent of applicable law, before any court of competent jurisdiction at any time.

12. General Provisions.
If any part hereof is found void or unenforceable, it will not affect the validity of the balance hereof,
which shall remain valid and enforceable according to its terms. This EULA may only be modified by a
writing signed by an authorized officer of you and Renesas. Updates may be licensed to you by Renesas
with additional or different terms. The failure of a party to enforce any provision hereof shall not
constitute a waiver of such provision or the right of such party to enforce such provision or any other
provision. This is the entire agreement between Renesas and you relating to the Licensed Software and
the Derivatives, and it supersedes any prior or contemporaneous representations, discussions,
undertakings, communications or advertising relating to the Licensed Software and the Derivatives. In
the event of any conflict between any term or condition of this EULA and any term or condition of any
applicable Additional Terms, the applicable term or condition of the Additional Terms shall apply and
take precedence. With respect to Open Source Code, in the event of any conflict between any term or
condition of this EULA and any term or condition of any applicable Open Source Terms, the applicable
term or condition of the Open Source Terms shall apply and take precedence. You may not assign this
EULA or your rights or obligations hereunder to a third party without the consent of Renesas. Renesas
may assign this EULA or any rights or obligations hereunder to a third party without your consent.


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