1 | FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT |
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2 | |
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3 | This is a legal agreement between you (either as an individual or as an |
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4 | authorized representative of your employer) and Freescale Semiconductor, |
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5 | Inc. ("Freescale"). It concerns your rights to use this file and any |
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6 | accompanying written materials (the "Software"). In consideration for |
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7 | Freescale allowing you to access the Software, you are agreeing to be |
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8 | bound by the terms of this Agreement. If you do not agree to all of the |
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9 | terms of this Agreement, do not download the Software. If you change your |
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10 | mind later, stop using the Software and delete all copies of the Software |
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11 | in your possession or control. Any copies of the Software that you have |
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12 | already distributed, where permitted, and do not destroy will continue |
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13 | to be governed by this Agreement. Your prior use will also continue to |
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14 | be governed by this Agreement. |
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15 | |
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16 | LICENSE GRANT. Freescale grants to you, free of charge, the |
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17 | non-exclusive, non-transferable right (1) to use the Software, (2) to |
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18 | reproduce the Software, (3) to prepare derivative works of the Software, |
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19 | (4) to distribute the Software and derivative works thereof in source |
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20 | (human-readable) form and object (machine readable) form, and (5) to |
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21 | sublicense to others the right to use the distributed Software. If you |
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22 | violate any of the terms or restrictions of this Agreement, Freescale |
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23 | may immediately terminate this Agreement, and require that you stop |
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24 | using and delete all copies of the Software in your possession or control. |
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25 | |
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26 | COPYRIGHT. The Software is licensed to you, not sold. Freescale |
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27 | owns the Software, and United States copyright laws and international |
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28 | treaty provisions protect the Software. Therefore, you must treat the |
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29 | Software like any other copyrighted material (e.g. a book or musical |
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30 | recording). You may not use or copy the Software for any other purpose |
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31 | than what is described in this Agreement. Except as expressly provided |
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32 | herein, Freescale does not grant to you any express or implied rights |
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33 | under any Freescale or third-party patents, copyrights, trademarks, or |
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34 | trade secrets. Additionally, you must reproduce and apply any copyright or |
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35 | other proprietary rights notices included on or embedded in the Software |
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36 | to any copies or derivative works made thereof, in whole or in part, |
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37 | if any. |
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38 | |
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39 | SUPPORT. Freescale is NOT obligated to provide any support, upgrades or |
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40 | new releases of the Software. If you wish, you may contact Freescale and |
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41 | report problems and provide suggestions regarding the Software. Freescale |
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42 | has no obligation whatsoever to respond in any way to such a problem |
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43 | report or suggestion. Freescale may make changes to the Software at any |
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44 | time, without any obligation to notify or provide updated versions of |
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45 | the Software to you. |
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46 | |
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47 | NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREESCALE EXPRESSLY |
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48 | DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED AS |
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49 | IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, |
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50 | WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS |
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51 | FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK |
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52 | ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, OR ANY SYSTEMS |
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53 | YOU DESIGN USING THE SOFTWARE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE |
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54 | CONSTRUED AS A WARRANTY OR REPRESENTATION BY FREESCALE THAT THE SOFTWARE |
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55 | OR ANY DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING THE SOFTWARE |
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56 | WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF |
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57 | THIRD PARTIES. |
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58 | |
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59 | INDEMNITY. You agree to fully defend and indemnify Freescale from any and |
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60 | all claims, liabilities, and costs (including reasonable attorney's fees) |
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61 | related to (1) your use (including your sublicensee's use, if permitted) |
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62 | of the Software or (2) your violation of the terms and conditions of |
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63 | this Agreement. |
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64 | |
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65 | LIMITATION OF LIABILITY. IN NO EVENT WILL FREESCALE BE LIABLE, WHETHER |
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66 | IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, |
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67 | CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, |
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68 | DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL |
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69 | LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY |
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70 | BE DISCLAIMED BY LAW. |
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71 | |
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72 | COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS. This software may be subject |
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73 | to the U.S. Export Regulations and/or the regulatory authority of the |
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74 | country in which the download takes place. By downloading this software |
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75 | you understand and agree to comply with all applicable export control |
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76 | regulations when further transferring or exporting the software either |
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77 | as downloaded or as integrated into other software or commodities. |
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78 | |
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79 | GOVERNMENT USE. Use of the Software and any corresponding documentation, |
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80 | if any, is provided with RESTRICTED RIGHTS. Use, duplication or |
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81 | disclosure by the Government is subject to restrictions as set forth in |
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82 | subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer |
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83 | Software clause at DFARS 252.227-7013 or subparagraphs (c)(l) and |
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84 | (2) of the Commercial Computer Software--Restricted Rights at 48 CFR |
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85 | 52.227-19, as applicable. Manufacturer is Freescale Semiconductor, Inc., |
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86 | 6501 William Cannon Drive West, Austin, TX, 78735. |
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87 | |
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88 | HIGH RISK ACTIVITIES. You acknowledge that the Software is not fault |
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89 | tolerant and is not designed, manufactured or intended by Freescale for |
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90 | incorporation into products intended for use or resale in on-line control |
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91 | equipment in hazardous, dangerous to life or potentially life-threatening |
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92 | environments requiring fail-safe performance, such as in the operation |
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93 | of nuclear facilities, aircraft navigation or communication systems, air |
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94 | traffic control, direct life support machines or weapons systems, in which |
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95 | the failure of products could lead directly to death, personal injury |
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96 | or severe physical or environmental damage (High Risk Activities). You |
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97 | specifically represent and warrant that you will not use the Software |
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98 | or any derivative work of the Software for High Risk Activities. |
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99 | |
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100 | CHOICE OF LAW; VENUE; LIMITATIONS. You agree that the statutes and |
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101 | laws of the United States and the State of Texas, USA, without regard |
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102 | to conflicts of laws principles, will apply to all matters relating to |
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103 | this Agreement or the Software, and you agree that any litigation will |
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104 | be subject to the exclusive jurisdiction of the state or federal courts |
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105 | in Texas, USA. You agree that regardless of any statute or law to the |
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106 | contrary, any claim or cause of action arising out of or related to this |
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107 | Agreement or the Software must be filed within one (1) year after such |
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108 | claim or cause of action arose or be forever barred. |
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109 | |
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110 | PRODUCT LABELING. You are not authorized to use any Freescale trademarks, |
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111 | brand names, or logos. |
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112 | |
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113 | ENTIRE AGREEMENT. This Agreement constitutes the entire agreement |
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114 | between you and Freescale regarding the subject matter of this Agreement, |
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115 | and supersedes all prior communications, negotiations, understandings, |
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116 | agreements or representations, either written or oral, if any. This |
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117 | Agreement may only be amended in written form, executed by you and |
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118 | Freescale. |
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119 | |
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120 | SEVERABILITY. If any provision of this Agreement is held for any reason |
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121 | to be invalid or unenforceable, then the remaining provisions of this |
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122 | Agreement will be unimpaired and, unless a modification or replacement |
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123 | of the invalid or unenforceable provision is further held to deprive |
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124 | you or Freescale of a material benefit, in which case the Agreement |
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125 | will immediately terminate, the invalid or unenforceable provision will |
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126 | be replaced with a provision that is valid and enforceable and that |
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127 | comes closest to the intention underlying the invalid or unenforceable |
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128 | provision. |
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129 | |
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130 | NO WAIVER. The waiver by Freescale of any breach of any provision of |
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131 | this Agreement will not operate or be construed as a waiver of any other |
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132 | or a subsequent breach of the same or a different provision. |
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