IMPORTANT. Read the
following Freescale Software License Agreement (“Agreement”) completely. By
selecting the “I Accept” button at the end of this page, you indicate that you
accept the terms of this Agreement and you also acknowledge that you have the
authority, on behalf of your company, to bind your company to such terms. You
may then download or install the file.
FREESCALE END-USER SOFTWARE LICENSE
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 binary or source code form 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 (1) to use the Software exclusively for execution on a
programmable processing unit (e.g. a microprocessor, microcontroller, or
digital signal processor) supplied directly or indirectly from Freescale, and
(2) to reproduce the Software. The Software is provided to you only in object
(machine-readable) form. You may not distribute or sublicense the Software to
others. 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. 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.
RESTRICTIONS. Subject to the license grant above, the following
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
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 Licensed 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.
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.
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.
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 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.
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.
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.
OF 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 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..
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.
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
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.
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.
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.
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.