IMPORTANT. Read the
following Freescale Semiconductor Software License Agreement (“Agreement”)
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FREESCALE SEMICONDUCTOR SOFTWARE LICENSE
This is a legal agreement between you (either as an
individual or as an authorized representative of your employer) and Freescale
Semiconductor, Inc. ("Freescale"). It concerns your rights to use this file
and any accompanying written materials (the "Software"). In consideration for
Freescale allowing you to access the Software, you are agreeing to be bound by
the terms of this Agreement. If you do not agree to all of the terms of this
Agreement, do not download the Software. If you change your mind later, stop
using the Software and delete all copies of the Software in your possession or
control. Any copies of the Software that you have already distributed, where
permitted, and do not destroy will continue to be governed by this Agreement.
Your prior use will also continue to be governed by this Agreement.
LICENSE GRANT. Freescale a grants to you, free of
charge, the non-exclusive, non-transferable right (1) to reproduce the
Software, (2) to generate software targeted for use with a programmable
processing unit obtained directly or indirectly from Freescale (“Compiled
Software”), (3) to prepare derivative works of the Compiled Software, (4) to
distribute the Compiled Software and derivative works thereof in object
(machine-readable) form or source (human-readable) form, and (5) to sublicense
to others the right to use the distributed Compiled Software. The Software is
provided to you only in object (machine-readable) form. You may exercise the
rights above only with respect to such object form. You may not translate,
reverse engineer, decompile, or disassemble the Software except to the extent
applicable law specifically prohibits such restriction. In addition, you must
prohibit your sublicensees from doing the same. If you violate any of the
terms or restrictions of this Agreement, Freescale may immediately terminate
this Agreement, and require that you stop using and delete all copies of the
Software in your possession or control.
The Software is licensed to you, not sold. Freescale owns the Software, and
United States copyright laws and international treaty provisions protect the
Software. Therefore, you must treat the Software like any other copyrighted
material (e.g. a book or musical recording). You may not use or copy the
Software for any other purpose than what is described in this Agreement.
Except as expressly provided herein, Freescale does not grant to you any
express or implied rights under any Freescale or third-party patents,
copyrights, trademarks, or trade secrets. Additionally, you must reproduce and
apply any copyright or other proprietary rights notices included on or
embedded in the Software to any copies or derivative works made thereof, in
whole or in part, if any.
SUPPORT. Freescale is
NOT obligated to provide any support, upgrades or new releases of the
Software. If you wish, you may contact Freescale and report problems and
provide suggestions regarding the Software. Freescale has no obligation
whatsoever to respond in any way to such a problem report or suggestion.
Freescale may make changes to the Software at any time, without any obligation
to notify or provide updated versions of the Software to you.
WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREESCALE
EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED
“AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING
OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, OR ANY SYSTEMS YOU DESIGN USING
THE SOFTWARE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A
WARRANTY OR REPRESENTATION BY FREESCALE THAT THE SOFTWARE OR ANY DERIVATIVE
WORK DEVELOPED WITH OR INCORPORATING THE SOFTWARE WILL BE FREE FROM
INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
INDEMNITY. You agree to fully defend and indemnify
Freescale from any and all claims, liabilities, and costs (including
reasonable attorney’s fees) related to (1) your use (including your
sublicensee’s use, if permitted) of the Software or (2) your violation of the
terms and conditions of this Agreement.
LIABILITY. IN NO EVENT WILL FREESCALE BE LIABLE, WHETHER IN
CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST
PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY
COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS.
You must use the Software in accordance with all applicable U.S. laws,
regulations and statutes. You agree that neither you nor your licensees (if
any) intend to or will, directly or indirectly, export or transmit the
Software to any country in violation of U.S. export restrictions.
GOVERNMENT USE. Use of the Software and any
corresponding documentation, if any, is provided with RESTRICTED RIGHTS. Use,
duplication or disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(l) and (2) of the
Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as
applicable. Manufacturer is Freescale Semiconductor, Inc., 6501 William Cannon
Drive West, Austin, TX, 78735.
ACTIVITIES. You acknowledge that the Software is not fault
tolerant and is not designed, manufactured or intended by Freescale for
incorporation into products intended for use or resale in on-line control
equipment in hazardous, dangerous to life or potentially life-threatening
environments requiring fail-safe performance, such as in the operation of
nuclear facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines or weapons systems, in which the failure
of products could lead directly to death, personal injury or severe physical
or environmental damage (“High Risk Activities”). You specifically represent
and warrant that you will not use the Software or any derivative work of the
Software for High Risk Activities.
CHOICE OF LAW; VENUE;
LIMITATIONS. You agree that the statutes and laws of the United
States and the State of Texas, USA, without regard to conflicts of laws
principles, will apply to all matters relating to this Agreement or the
Software, and you agree that any litigation will be subject to the exclusive
jurisdiction of the state or federal courts in Texas, USA. You agree that
regardless of any statute or law to the contrary, any claim or cause of action
arising out of or related to this Agreement or the Software must be filed
within one (1) year after such claim or cause of action arose or be forever
PRODUCT LABELING. You are not authorized
to use any Freescale trademarks, brand names, or logos.
AGREEMENT. This Agreement constitutes the entire agreement
between you and Freescale regarding the subject matter of this Agreement, and
supersedes all prior communications, negotiations, understandings, agreements
or representations, either written or oral, if any. This Agreement may only be
amended in written form, executed by you and Freescale.
SEVERABILITY. If any provision of this Agreement
is held for any reason to be invalid or unenforceable, then the remaining
provisions of this Agreement will be unimpaired and, unless a modification or
replacement of the invalid or unenforceable provision is further held to
deprive you or Freescale of a material benefit, in which case the Agreement
will immediately terminate, the invalid or unenforceable provision will be
replaced with a provision that is valid and enforceable and that comes closest
to the intention underlying the invalid or unenforceable provision.
NO WAIVER. The waiver by Freescale of any breach
of any provision of this Agreement will not operate or be construed as a
waiver of any other or a subsequent breach of the same or a different