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. You may then install the software.


FREESCALE SOFTWARE LICENSE AGREEMENT
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:
Your rights to use this Software vary depending upon the type of license model you ordered from Freescale. The type of license will be set forth in the Freescale Quotation document which formed the basis of your order or, with respect to evaluation licenses, in the correspondence with Freescale confirming your request for a copy of the Software for evaluation. If you do not remember this information, you may contact the party from whom you obtained the Software or us at www.freescale.com.

Definitions:
For purposes of this Agreement the following terms are defined as set forth below:

"Authorized System" means Licensee's ECU product containing a Freescale processor or other semiconductor product supplied directly or indirectly from Freescale.

"Confidential Information" means any information disclosed by Freescale to the Licensee and, if disclosed in writing or in some other tangible form, that is marked at the time of disclosure as being "Confidential" or "Proprietary" or with words of similar import; provided, that Software provided in source code format will be deemed Confidential Information whether or not identified as such in writing or otherwise. Confidential Information does not include any information that: (a) is, or becomes, publicly known through no wrongful act on the Licensee's part; (b) is already known to the Licensee, or becomes lawfully known to the Licensee without restriction on disclosure; or (c) is independently developed by the Licensee.

"Customer Product Line" means the customer product line specified in the Quotation Document.

"Customer Target Project" means the one customer Target Project for one automotive vehicle manufacturer specified in the Quotation Document.

"Limited Derivative Works" means Licensee may make derivative works only to the extent the copyrighted material provided by Freescale is not modified. For the avoidance of doubt, Licensee explicitly has the right to: 1) add source code to source code provided by Freescale without modification to the original source code; 2) compile any source code into object code, or 3) integrate the Freescale source code into its ECU without modifying the original source code.

"Quotation Document" means the Freescale document offering the goods and/or services which formed the basis of your order.

"Target Product" means the Freescale processor or other semiconductor product set forth in the Quotation Document.

"Target Product Family" means the Freescale processor family or other semiconductor product family set forth in the Quotation Document.


I. Non-Production License Models:

a. Evaluation License
Freescale grants to you, free of charge, a personal, non-transferable, non-exclusive, revocable, royalty-free, license to use the Software for ninety (90) consecutive days from the date of your acceptance as indicated by clicking the "I accept" button below, internally, solely for the purpose of performing evaluation and testing of the Software, solely for automotive use, and solely on a Freescale Target Product.  This license does not include the right to reproduce, distribute, sell, lease, sublicense or transfer all or any part of the Software, or to use the Software on non-Freescale integrated circuit devices, or to use the Software for any production purposes whatsoever.  Freescale reserves all rights not expressly granted in this Agreement.  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.

b. Development License:
Subject to payment of the fees set forth in the Quotation Document, Freescale grants to you a personal, non-transferable, non-exclusive, revocable, license for two years from the date of your acceptance as indicated by clicking the "I accept" button below, unless a different license term is specified in the Quotation Document ("Term"), (1) to use the Software on one Target Product Family for execution on a maximum of 500 sample Authorized Systems, (2) to reproduce the Software, (3) to prepare Limited Derivative Works of the Licensed Software (4) to distribute the Software and Limited Derivative Works thereof to automotive customers, and (5) to sublicense to automotive  customers the right to use the distributed Software as included within the Authorized System solely for purposes of testing the Authorized System during the Term. Freescale reserves all rights not expressly granted in this Agreement. You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling 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. You are solely responsible for systems you design using the Software.


II. Production License Models:

a. Project License:
Subject to payment of the fees set forth in the Quotation Document, exclusively in conjunction with Licensee's development and sale of an Authorized System, Freescale grants to you the non-exclusive, non-transferable right (1) to use the Software in the Target Project on the Target Product, (2) to reproduce the Software, (3) to prepare Limited Derivative Works of the Software, (4) to distribute the Software and Limited Derivative Works thereof as part of an Authorized System, and (5) to sublicense to others the right to use the distributed Software as included within the Authorized System.  You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling 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.

b. Product Line License:
Subject to payment of the fees set forth in the Quotation Document, exclusively in conjunction with Licensee's development and sale of an Authorized System, Freescale grants to you, the non-exclusive, non-transferable right (1) to use the Software in one Target Product Family in one Customer Product Line, (2) to reproduce the Software, (3) to prepare Limited Derivative Works of the Software, (4) to distribute the Software and Limited Derivative Works thereof as part of an Authorized System, and (5) to sublicense to others the right to use the distributed Software as included within the Authorized System.  You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling 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.

c. Family Multi-Project License:
Subject to payment of the fees set forth in the Quotation Document, exclusively in conjunction with Licensee's development and sale of an Authorized System, Freescale grants to you, the non-exclusive, non-transferable right (1) to use the Software in one Target Product Family, (2) to reproduce the Software, (3) to prepare Limited Derivative Works of the Software, (4) to distribute the Software and Limited Derivative Works thereof as part of an Authorized System, and (5) to sublicense to others the right to use the distributed Software as included within the Authorized System.  You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling 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.


d. Volume License:
Subject to payment of the fees set forth in the Quotation Document and the prior taking of a valid Development License for the same Target Product Family, exclusively in conjunction with Licensee's development and sale of an Authorized System, Freescale grants to you, the non-exclusive, non-transferable right (1) to use the Software in one Target Product Family on a maximum of the number of Authorized Systems set forth Quotation Document, (2) to reproduce the Software, (3) to prepare Limited Derivative Works of the Software, (4) to distribute the Software and Limited Derivative Works thereof as part of an Authorized System, and (5) to sublicense to others the right to use the distributed Software as included within the Authorized System. You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling 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.


COPYRIGHT.  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.  Except as otherwise agreed by the parties under separate 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.

NO 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.

LIMITATION 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.

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.

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.

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.

PRODUCT LABELING.  You are not authorized to use any Freescale trademarks, brand names, or logos.

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.

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 provision.

CONFIDENTIAL INFORMATION.  The Licensee agrees to retain the Confidential Information in confidence perpetually, with respect to Software in source code form (human readable), or for a period of 3 years from the date of receipt of the Confidential Information, with respect to all other Confidential Information. During this period the Licensee may not disclose Freescale's Confidential Information to any third party except where such disclosure is necessary in order to achieve the purpose of the license because the automotive customer requires disclosure in conjunction with the testing or purchase of an Authorized System and who have executed written agreements obligating them to protect such Confidential Information. During this period Licensee will also limit dissemination of the Confidential Information to its employees or contractors who have a need to know of the Confidential Information and who have executed written agreements obligating them to protect such Confidential Information, and may not use the Freescale's Confidential Information for any purpose not authorized by this Agreement. The Licensee further agrees to use the same degree of care, but no less than a reasonable degree of care, with Freescale's Confidential Information as it would with its own confidential information. The Licensee may disclose Confidential Information as required by a court or under operation of law or order provided that the Licensee notifies Freescale of such requirement prior to disclosure, that the Licensee discloses only that information required, and that the Licensee allows Freescale the opportunity to object to such court or other legal body requiring such disclosure.


Freescale Automotive Software License Agreement, v1.02, June 2011


