429 lines
22 KiB
Plaintext
429 lines
22 KiB
Plaintext
FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT
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IMPORTANT. Read the following Freescale Semiconductor Software License
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Agreement ("Agreement") completely. By selecting the "I Accept"
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button at the end of this page, you indicate that you accept the terms
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of this Agreement. You may then download the file.
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This is a legal agreement between you, as an authorized representative
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of your employer (together "you"), and Freescale Semiconductor,
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Inc. ("Freescale") and its Affiliates. It concerns your rights to use
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this software and any accompanying written documentation (the "Licensed
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Software"). In consideration for Freescale allowing you to access the
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Licensed Software, you are agreeing to be bound by the terms of this
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Agreement. If you do not agree to all of the terms of this Agreement, do
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not download the Licensed Software. If at any point you no longer agree
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to all the terms of this Agreement, stop using the Licensed Software
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immediately and delete all copies of the Licensed Software in your
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possession or control. Any copies of the Licensed Software that you have
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already distributed, where permitted, and that have not been destroyed,
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will continue to be governed by this Agreement. Your prior use of the
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Licensed Software will also continue to be governed by this Agreement.
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Section 1. Definitions
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1.1 "Affiliate" means, in relations to any party, any corporation,
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or entity directly or indirectly controlled by, controlling, or under
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common control with Freescale.
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1.2 "Authorized Employees" means your employees or contractors working
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at your premises on your behalf under a work for hire agreement
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1.3 "Authorized System" means the hardware system(s) or software program(s)
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marketed by you which contains an i.MX processor and for which the Licensed
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Software will be adapted by Licensor pursuant to this Agreement and with
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which the Licensed Software will be integrated.
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1.4 "Essential Patent" means a patent to the limited extent that
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infringement of such patent cannot be avoided in remaining compliant
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with the technology standards implicated by the usage of any of the
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Licensed Software, including optional implementation of such standards,
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on technical but not commercial grounds, taking into account normal
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technical practice and the state of the art generally available at the
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time of standardization.
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1.5 "Intellectual Property Rights" means any and all rights under
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statute, common law or equity in and under copyrights, trade secrets,
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and patents (including utility models), and analogous rights throughout
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the world, including any applications for and the right to apply for,
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any of the foregoing.
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1.6 "Licensed Software" means the software and the associated
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documentation.
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1.7 "Agreement" means this document and the following Appendices which
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are attached hereto and included herein by reference :
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-Appendix A : Licensed Software
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Section 2. Licenses
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2.1 Separate license grants and rights to Third Party Software, if
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different from those granted in this Section 2, are as identified on
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Appendix A.
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2.2 For Freescale Licensed Software, Freescale grants you a world-wide,
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personal, nontransferable, non-exclusive, license, under Freescale's
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Intellectual Property Rights:
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(a) to use, only as part of, or integrated within, Authorized Systems
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and not on a stand alone basis, the Licensed Software;
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(b) to reproduce, only as part of, or integrated within, Authorized
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Systems and not on a stand alone basis, the Licensed Software;
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(c) to directly or indirectly manufacture, demonstrate, copy, distribute,
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market and sell the Licensed Software in object code (machine
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readable) only as part of, or embedded within, Authorized Systems
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in object code form and not on a stand alone basis.
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(d) to copy, use and distribute as needed, solely in connection with
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an Authorized System, the proprietary information for the purpose
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of developing, maintaining and supporting you and Authorized Systems
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with which the Licensed Software is integrated.
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2.3 For Licensed Software provided to you in source code form (human
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readable), Freescale further grants to you a worldwide, personal,
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non-transferable, non-exclusive, license, under Freescale's Intellectual
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Property Rights:
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(a) to prepare derivative works, only as part of, or integrated within,
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Authorized Systems and not on a stand alone basis, of the Licensed
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Software;
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(b) to use, demonstrate, copy, distribute, market and sell derivative
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works of the Licensed Software in object code (machine readable)
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only as part of, or integrated within, Authorized Systems and not
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on a stand alone basis.
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2.4 You may use subcontractors on your premises to exercise your rights
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under Section 2.2 and 2.3 so long as you have an agreement in place
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with the subcontractor containing confidentiality restrictions no less
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stringent than those contained in this Agreement. You will remain liable
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for your subcontractors' adherence to the terms of this Agreement and
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for any and all acts and omissions of such subcontractors with respect
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to this Agreement and the Licensed Software.
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2.5 The licenses granted above in section 2.3 only extend to Freescale
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intellectual property rights that would be infringed by the Licensed
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Software prior to your preparation of any derivative work.
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2.6 You are solely responsible for obtaining any necessary third party
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approvals and any licenses for any necessary Essential Patents for their
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use in connection with technology that you incorporate into the your
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Authorized System (whether as part of the Licensed Software or not).
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2.7 The Licensed Software is licensed to you, not sold. Title to Licensed
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Software delivered hereunder remains vested in Freescale or Freescale's
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licensor and cannot be assigned or transferred. You are expressly
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forbidden from selling or otherwise distributing the Licensed Software, or
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any portion thereof, except as expressly permitted herein. This Agreement
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does not grant to you any implied rights under any Freescale or third
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party intellectual property.
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2.8 You may not translate, reverse engineer, decompile, or disassemble
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the Licensed Software except to the extent applicable law specifically
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prohibits such restriction. You must prohibit your sub-licensees from
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translating, reverse engineering, decompiling, or disassembling the
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Licensed Software except to the extent applicable law specifically
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prohibits such restriction.
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2.9 You must reproduce any and all of Freescale's (or its third party
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licensor's) copyright notices and other proprietary legends on copies
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of Licensed Software.
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2.10 If you distribute the Licensed Software to the United States
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Government, then the Licensed Software is "restricted computer
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software" and is subject to FAR 52.227-19 (c)(1) and (c)(2).
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2.11 You grant to Freescale a non-exclusive, non-transferable, irrevocable,
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perpetual, worldwide, royalty-free, sub-licensable license under your
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Intellectual Property Rights to use without restriction and for any purpose
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any suggestion, comment or other feedback related to the Licensed Software
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(including, but not limited to, error corrections and bug fixes).
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2.12 You will not take or fail to take any action that could subject
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the Licensed Software to an Excluded License. An Excluded License means
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any license that requires as a condition of use, modification and/or
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distribution of software subject to the Excluded License, that such
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software or other software combined and/or distributed with such software
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be (A) disclosed or distributed in source code form; (B) licensed for the
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purpose of making derivative works; or (C) redistributable at no charge.
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Section 3. Intellectual Property Rights
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3.1 Subject to Freescale's ownership interest in the underlying Licensed
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Software, all intellectual property rights associated with, and title to,
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your Authorized System will be retained by or will vest in you.
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3.2 Your modifications to the Licensed Software, and all intellectual
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property rights associated with, and title thereto, will be the property
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of Freescale. You agree to assign all, and hereby do assign all rights,
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title, and interest to any such modifications to the Licensed Software
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to Freescale and agree to provide all assistance reasonably requested
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by Freescale to establish, preserve or enforce such right. Further,
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you agree to waive all moral rights relating to your modifications
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to the Licensed Software, including, without limitation, any and
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all rights of identification of authorship and any and all rights of
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approval, restriction, or limitation on use or subsequent modification.
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Notwithstanding the foregoing, you will have the license rights granted
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in Section 2 hereto to any such modifications made by you or your
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licensor's.
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Section 4. Patent Covenant not to Sue
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4.1 As partial, material consideration for the rights granted to you under
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this Agreement, you covenant not to sue or otherwise assert your Patents
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against Freescale, a Freescale Affiliate or subsidiary, or a Freescale
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licensee of the Licensed Software for infringement of your Intellectual
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Property Rights by the manufacture, use, sale, offer for sale, importation
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or other disposition or promotion of the Licensed Software and/or any
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redistributed portions thereof.
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Section 5. Term and Termination
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5.1 This Agreement will remain in effect for three years from the date
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of your acceptance of this Agreement.
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5.2 You may terminate this Agreement immediately upon written notice to
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Freescale at the address provided below.
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5.3 Either party may terminate this Agreement if the other party is
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in default of any of the terms and conditions of this Agreement, and
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termination is effective if the defaulting party fails to correct such
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default within 30 days after written notice thereof by the non-defaulting
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party to the defaulting party at the address below.
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5.4 Notwithstanding the foregoing, Freescale may terminate this Agreement
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immediately upon written notice if you:
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(a) breach any of your confidentiality obligations or the license
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restrictions under this Agreement;
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(b) become bankrupt or insolvent, or file a petition therefore;
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(c) make an assignment for the benefit of its creditors;
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(d) enter proceedings for winding up or dissolution;
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(e) are dissolved; or
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(f) are nationalized or is subject to the expropriation of all or
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substantially all of its business or assets.
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5.5 Upon termination of this Agreement, all licenses granted under Section
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2 will expire, except that any licenses extended to end-users pursuant
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to Sections 2.2 (c), 2.2 (d) and 2.3 (b) which have been granted prior
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to such termination will survive.
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5.6 After termination of this Agreement by either party and upon
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Freescale's written request, you will, at your discretion, return
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to the Freescale any confidential information including any and all
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copies thereof or furnish to Freescale at the address below, a statement
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certifying, with respect to the Licensed Software delivered hereunder
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that the original and all copies, except for archival copies to be used
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solely for dispute resolution purposes, in whole or in part, in any form,
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of the Licensed Software have been destroyed.
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5.7 Notwithstanding the termination of this Agreement for any reason, the
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terms of Sections 1, 2.5 – 2.12, 3, 4, 5.6, 5.7, 7 and 8 will survive.
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Section 6. Warranty
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6.1 Freescale warrants that for the 30 day period following your download
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of the Licensed Software that the Licensed Software as delivered is free
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of material defects in materials and workmanship.
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6.2 If Licensed Software is not as warranted, Freescale will, at
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its sole option, and as your exclusive remedy, either refund the fees
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associated with such Licensed Software, repair, or replace with the same
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or equivalent products that meet this warranty. This warranty does not
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apply to Licensed Software that has been subjected to improper testing,
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assembly, mishandling, modification, or misuse, whether by you or by
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others. This warranty will not be expanded, and no obligation or liability
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will arise, due to technical advice or assistance, qualification or testing
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data, computerized data, facilities or service Freescale may provide in
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connection with the Licensed Software.
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6.3 Freescale does not warrant that the functions contained in the Licensed
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Software will meet your requirements or that the operation of the Licensed
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Software will be uninterrupted or error free.
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6.4 The warranty recited in this Section 6 extends only to you.
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6.5 THIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER
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WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY
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QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN
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THE UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED
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TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
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Section 7. Indemnification
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7.1 You will defend, indemnify and hold harmless Freescale from any and all
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damages claims, liabilities, and costs (including reasonable attorney's
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fees) related to your (including contractor's and licensee's) use
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of the Licensed Software and/or (2) your (including contractor's and
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licensee's) violation of the terms and conditions of this Agreement. You
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are excused from this obligation to the extent any such claim arises
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solely from the Licensed Software as provided by Freescale.
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Section 8. General Provisions
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8.1 Amendments and Waivers. No amendment of any provision of this
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Agreement will be valid unless stated in writing and signed by authorized
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representatives of each of the parties. No waiver by any party of any
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default, misrepresentation or covenant herein, whether intentional
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or not, will be deemed to extend any prior or subsequent default,
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misrepresentation, or covenant hereunder or affect in any way any rights
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arising by virtue of any prior or subsequent occurrence.
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8.2 Choice of Law. This Agreement will be governed by, construed, and
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enforced in accordance with the laws of the State of Texas.
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8.3 Confidential Information. You will treat the Licensed Software as
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confidential information and you agree to retain the Licensed Software in
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confidence perpetually for with respect to Licensed Software in source
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code form (human readable), or for a period of five (5) years from the
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date of termination of this Agreement, with respect to all other parts
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of the Licensed Software. During this period you may not disclose the any
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part of the Licensed Software to others than employees or contractors who
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have a need to know of the Licensed Software and who have executed written
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agreements obligating them to protect such Licensed Software. You agree
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to use the same degree of care, but no less than a reasonable degree of
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care, with the Licensed Software as you do with your own confidential
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information. You may disclose Licensed Software to the extent required
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by a court or under operation of law or order provided that you notify
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Freescale of such requirement prior to disclosure, that you only disclose
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information required, and that the you allow Freescale the opportunity
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to object to such court or other legal body requiring such disclosure.
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8.4 Counterparts. This Agreement may be executed in one or more original
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counterparts, all of which together will constitute one agreement, and
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facsimile signatures will have the same effect as original signatures.
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8.5 Entire Agreement. This Agreement, including its attachments,
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constitutes the entire agreement between the parties regarding the subject
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matter hereof, and supersedes all prior communications, negotiations,
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understandings, agreements or representations, either written or oral,
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by or among the parties regarding such subject matter.
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8.6 Limitation of Liability. EXCLUDING LIABILITY FOR A BREACH OF SECTION
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8.3 (CONFIDENTIALITY), BREACHES OF THE LICENSE GRANTS IN SECTION 2, OR
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CLAIMS UNDER SECTION 7, IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER
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IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
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CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES
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FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST
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PROFITS, SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED
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BY LAW. FREESCALE'S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES,
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CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS
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AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE
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AGGREGATE AMOUNT PAID BY YOU TO FREESCALE IN CONNECTION WITH THE LICENSED
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SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
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8.7 Notices. All notices and communications under this Agreement will
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be made in writing, and will be effective when received at the following
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addresses:
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Freescale:
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Freescale Semiconductor, Inc.
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6501 William Cannon Drive, West
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Austin, Texas 78735
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ATTN: General Manager, Multimedia Applications Division
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With a copy to:
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Freescale Semiconductor, Inc.
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7700 West Parmer Lane PLO2
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Austin, Texas 78729
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ATTN: Law Director, Multimedia Applications Division
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You: The address provided at registration will be used.
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Either party may change its notice information upon notice to the other
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party.
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8.8 Relationship of the Parties. The parties are independent
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contractors. Nothing in this Agreement will be construed to create any
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partnership, joint venture, or similar relationship. Neither party is
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authorized to bind the other to any obligations with third parties.
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8.9 Severability. If any provision of this Agreement is held for any
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reason to be invalid or unenforceable the remaining provisions of this
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Agreement will be unimpaired and, unless a modification or replacement
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of the invalid or unenforceable provision is further held to deprive a
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party of a material benefit, in which case the Agreement will immediately
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terminate, the invalid or unenforceable provision will be replaced with
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a provision that is valid and enforceable and that comes closest to the
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parties' intention underlying the invalid or unenforceable provision.
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8.10 Succession and Assignment. This Agreement will be binding upon and
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inure to the benefit of the parties and their permitted successors and
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assigns. Neither party may assign this Agreement, or any part of this
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Agreement, without the prior written approval of the other party, which
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approval will not be unreasonably withheld or delayed.
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8.11 Unauthorized Use. The Licensed Software is not intended or authorized
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for use in anti-personnel landmines, and you agree that it will not be
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used for this purpose. Upon request from Freescale, you will furnish
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a written certification that you do not use or permit the use of the
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Licensed Software in anti-personnel landmines. The Licensed Software
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is not intended or authorized for use in products surgically implanted
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into the body, for life support or for other products in which a product
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failure could cause personal injury or death. If you permit the uses of
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Licensed Software for these unintended or unauthorized uses, you will
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fully indemnify, defend, and hold harmless Freescale, its Affiliates,
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subsidiaries, officers and directors, employees, and distributors from
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all liability related to such use, including attorneys' fees and costs.
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8.12 Export. If, at the time or times of Freescale's performance hereunder,
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an export license is required for Freescale to lawfully export Licensed
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Software, then the issuance of the appropriate licenses to Freescale or
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its subcontractor shall constitute a condition precedent to Freescale's
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obligations hereunder. You understands and agrees that you will not by
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any means or method, export, re-export, resell, ship or divert or cause
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to be exported, reexported, resold, shipped, or diverted, directly or
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indirectly, the Licensed Software, or any Freescale product or technology
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except as permitted by and in accordance with the laws and regulations of
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the United States and, if different than the United States, the country
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from which the export or re-export originates.
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8.13 International Sale of Goods. The United Nations Convention on
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Contracts for the International Sale of Goods will not apply to this
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document.
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8.14 Audit. You will maintain accurate and up-to-date records pertaining
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to this Agreement and will grant Freescale or its authorized agent access
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to and copies of such records and information as requested by Freescale
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that pertain to your obligations under this Agreement. Such access will
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be granted upon reasonable advance written notice, and be conducted during
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normal business hours with minimal impact to your business operations, and
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subject to confidentiality restrictions. You will maintain such records
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for a period of at least three (3) years from the date of termination
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of this Agreement. You must make prompt adjustment to compensate for any
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errors and/or omissions disclosed by such examination or audit.
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APPENDIX A
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Third Party License Grants and Rights:
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Coding Technologies, acquired by Dolby Laboratories ("CTS")
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The Licensed Software includes software developed by CTS. You must
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separately obtain rights beyond evaluation and demonstration in connection
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with the CTS Licensed Software from Dolby Laboratories.
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MICROSOFT
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The Licensed Software includes software owned by the Microsoft Corporation
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("Microsoft") and is subject to the terms of your license with
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Microsoft (the "Microsoft Underlying Software") and as such, Freescale
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grants no license to you, beyond evaluation and demonstration in connection
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with Freescale processors, in the Microsoft Underlying Software. You must
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separately obtain rights beyond evaluation and demonstration in connection
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with the Microsoft Licensed Software from Microsoft.
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Microsoft does not provide support services for the components provide to
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you through this Agreement. If you have any questions or require technical
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assistance, please contact Freescale. Microsoft Corporation is a third
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party beneficiary to this Agreement with the right to enforce the terms
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of this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT
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AND ITS AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING
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SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS
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AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY
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DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES,
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INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME,
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INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES,
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ARISING FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING SOFTWARE.
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