FREESCALE SEMICONDUCTOR 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.  The Software may contain two types of programs: (i) programs enabling you to design a system, including without limitation schematics, gerber files, manufacturing data and bill of materials (“System Designs”), and (ii) programs that could be executed on your designed system (“System Software”). Your rights in these distinct programs differ. With respect to System Designs, Freescale grants to you, free of charge, the non-exclusive, non-transferable right to use, reproduce, and prepare derivative works of the System Designs for the sole purpose of designing systems that contain a programmable processing unit obtained directly or indirectly from Freescale (“Freescale System”). You may not distribute or sublicense the System Designs to others; however, you may sell Freescale Systems designed using the System Design. Freescale does not grant to you any rights under its patents to make, use, sell, offer to sell, or import systems designed using the System Designs. That is beyond the scope of this Agreement. With respect to System Software, Freescale grants to you, free of charge, the non-exclusive, non-ttransferable right to use, reproduce, prepare derivative works of the System Software, distribute the System Software and derivative works thereof in object (machine–readable) form only, and to sublicense to others the right to use the distributed System Software exclusively with Freescale Systems. You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the System 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. 



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.  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.  This software may be subject to the U.S. Export Regulations and/or the regulatory authority of the country in which the download takes place. By downloading this software you understand and agree to comply with all applicable export control regulations when further transferring or exporting the software either as downloaded or as integrated into other software or commodities. 



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.