END-USER
SOFTWARE LICENSE AGREEMENT
EVALUATION
DEMONSTRATION
PROFIBUS Slave
This is
a license agreement between you (either as an individual or as an authorized
representative acting on behalf of your employer) and Freescale Semiconductor,
Inc. ("Freescale"). It concerns your rights to use the software provided to you
in a combination of source and binary forms and any accompanying written
materials (the “Software”). The Software may include any updates or error
corrections or documentation relating to the Software provided to you by
Freescale under this License. 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 or install 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.
1. LICENSE GRANT. Freescale
grants to you, free of charge, the non-exclusive, non-transferable,
nonsublicensable right to use the Software exclusively for execution on devices
based on P1025 processor for internal evaluation and demonstration purposes
only.You may copy the Software for
backup and archival purposes, provided that the original and each copy is kept
in your possession and that your installation and use of the Software does not
exceed that allowed herein.You may
exercise the rights above only with respect to such object form. In addition, you may make derivative works
of the Software components provided in Source Code for internal evaluation and
demonstration purposes only.
You may not distribute or sublicense the
Software or derivative works to others. You may not translate, reverse
engineer, decompile, or disassemble the Software except to the extent
applicable law specifically prohibits such restriction. 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.
Any license granted above only extends to Our intellectual
property rights that would be necessarily infringed by the Software as provided
to you by Freescale and as used within the scope of the licenses granted. You must advise Freescale of any results
obtained including any problems or suggested improvements thereof. Freescale retains the right to use such
results and related information in any manner it deems appropriate.
2. OTHER RESTRICTIONS.
Subject to the license grant above, the following restrictions apply:
a. Freescale reserves all rights not
expressly granted herein.
b. You
may not rent, lease, sublicense, lend or encumber the Software, unless
otherwise expressly agreed to within this Agreement
c. You
may not distribute, manufacture, have manufactured, sublicense or otherwise
reproduce the Software for purposes other than intended in this Agreement.
d. You
may not remove or alter any proprietary legends, notices, or trademarks
contained in the Software,
e. The
terms and conditions of this Agreement will apply to any Software updates,
provided to you at Our discretion, that replace and/or supplement the
original Software, unless such update contains a separate license.
f. You may not translate, reverse
engineer, decompile, or disassemble the Software provided to you solely in
object code format (machine readable) except to the extent applicable law
specifically prohibits such restriction.
You will prohibit your sublicensees from translating, reverse
engineering, decompiling, or disassembling the Software except to the extent
applicable law specifically prohibits such restriction.
3. OPEN SOURCE. Any open source software included in the Software licensed
herein is not licensed under the terms of this Agreement, but is instead
licensed under the terms of applicable open source license(s), such as the BSD
License, Apache License or the Lesser GNU General Public License. Your use of such open source software is subject
to the terms of each applicable license.
You must agree to the terms of each such applicable license, or you
should not use the open source software.
4. COPYRIGHT. The Software is licensed to you, not
sold.Each of Freescale and/or certain
third parties owns the Software, and United States and German 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 made thereof, in whole or in part, if any. You may not remove any copyright notices of
Freescale incorporated in the Software.
5. TERM AND TERMINATION.
The term of this Agreement shall commence on the date of installation or
download and shall be for a period of no more than 90 days therefrom, unless
earlier terminated in accordance with this Agreement. Freescale has the right to terminate this
Agreement without notice and require that you stop using and delete all copies
of the Software in your possession or control if you violate any of the terms
or restrictions of this Agreement.
Freescale may terminate this Agreement should any of the Software
become, or in Freescale's reasonable opinion is likely to become, the subject
of a claim of intellectual infringement or trade secret misappropriation. Upon termination, you must cease use of and
destroy, the Software and confirm compliance in writing to Freescale. Upon
termination, the license granted pursuant to this Agreement immediately
terminates and the provisions of Sections 4 through 18 will survive any
termination of this Agreement.
6. SUPPORT. Neither Freescale nor any third party owner
of the Software is 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.
7. NO
WARRANTY.TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EACH OF FREESCALE AND ANY THIRD PARTY OWNER OF THE SOFTWARE
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.
8. INDEMNITY.
You agree to fully defend and indemnify Freescale and any third party owner of
this Software 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.
9. LIMITATION OF LIABILITY. IN
NO EVENT WILL FREESCALE NOR ANY THIRD PARTY OWNER 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 LAW EVEN IF
INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NXP’S LIABILITY WILL IN ANY EVENT AND
UNDER ANY THEORY OF RECOVERY BE LIMITED TO THE TOTAL AMOUNT RECEIVED BY
FREESCALE UNDER THIS AGREEMENT.
10. COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS. You must not resell, re-export, or provide, directly or indirectly, the
licensed software or direct product thereof, in any form without obtaining
appropriate export or re-export licenses from the United States Government and
from the country from which the export or re-export is to occur. An export occurs when products, technology,
or software is transferred from one country to another by any means, including
physical shipments, FTP file transfers, E-mails, faxes, remote server access,
conversations, and the like.An export
also occurs when technology or software is transferred to a foreign national in
the United States,
or foreign national of the country in which the business activity is taking
place.A foreign national is any person
who is neither a citizen nor permanent resident of the United States,
or the country in which the business activity is taking place. Furthermore, if
an export/import license, permit or other government required authority
(collectively referred to as “government authorization”) is required to
transfer technology, software, hardware or other Freescale property to non-
Freescale party(ies) and is not approved, then Freescale is not obligated to
transfer the Software under this Agreement until such “government
authorization” is granted..
11. GOVERNMENT RIGHTS. The Licensed Software is a “Commercial
Item” 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, as applicable and are only
licensed to U.S. Government end users with the rights as are set forth herein..
12. HIGH RISK 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.
13. 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 barred.
14. CONFIDENTIAL INFORMATION.You
must treat the Software as confidential information and you agree to retain the
Software in confidence perpetually, with respect to Software in source code
form (human readable), or for a period of five (5) years from the date of
termination of this Agreement, with respect to all other parts of the
Software.During this period you may not
disclose any part of the Software to anyone other than employees who have a
need to know of the Software and who have executed written agreements
obligating them to protect such Licensed Software to at least the same degree
of care as in this Agreement.You agree
to use the same degree of care, but no less than a reasonable degree of care,
with the Software as you do with your own confidential information. You may
disclose Software to the extent required by a court or under operation of law
or order provided that you notify Freescale of such requirement prior to
disclosure, which you only disclose information required, and that you allow
Freescale the opportunity to object to such court or other legal body requiring
such disclosure.
15. PRODUCT LABELING. You are not authorized to use any Freescale
or other third party owner trademarks, brand names, or logos.
16. ENTIRE 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.
17. 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.
18. 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
provision.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
Company
:
|
|
|
|
By:
|
|
|
|
(signature of authorized
representative)
|
|
Name:
|
|
|
|
Title:
|
|
|
|