IMPORTANT. Read the following Freescale Semiconductor 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 download the file.
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 documentation (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 (“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 an ARM compatible programmable processing unit obtained directly or indirectly from Freescale (“NXP System”). You may not distribute or sublicense the System Designs to others. 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-transferable right to use, modify human readable System Software, market, distribute directly or indirectly, the System Software in binary form, exclusively used as an embedded component of Freescale Systems. 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. 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.
PUBLIC SOFTWARE RESTRICTION. Your license rights to the Software are conditioned upon your not using the Software with other software which was not provided by Freescale hereunder when such other software is licensed pursuant to terms that directly or indirectly (i) create, or purport to create, obligations for Freescale or its licensors with respect to the Software or derivative work thereof or (ii) grant, or purport to grant, to any third party any rights or immunities under Our or its licensor’s intellectual property or proprietary rights in the Software or derivative work thereof. Such other software includes, without limitation, any software that requires as a condition of use, modification and/or distribution of such software that other software incorporated into, derived from or distributed with such software be (i) disclosed or distributed in source code form; (2) be licensed for the purpose of making derivative works; or (3) be redistributable at no charge.
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.
ESSENTIAL PATENTS. You are solely responsible for obtaining licenses for any relevant Essential Patents for your use in connection with technology that you incorporate into the your Product (whether as part of the Software or not). “Essential Patent” means a patent to the limited extent that infringement of such patent cannot be avoided in remaining compliant with the technology standards implicated by the usage of any of the Software, including optional implementation of such standards, on technical but not commercial grounds, taking into account normal technical practice and the state of the art generally available at the time of standardization.
PATENT COVENANT NOT TO SUE. As partial, material consideration for the rights granted to you under this Agreement, you (and your affiliates) covenant not to sue or otherwise assert your patents against Freescale, a Freescale Affiliate or subsidiary, or a Freescale licensee of the Software for infringement of your intellectual property rights by the manufacture, use, sale, offer for sale, importation or other disposition or promotion of the Software and/or any redistributed portions thereof.
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 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. NXP’S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY LICENSEE TO FREESCALE IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS. You understand and agree that you shall not by any means or method, export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped, or diverted, directly or indirectly, the Software, or any Freescale product or technology except as permitted by and in accordance with the laws and regulations of the United States and, if different than the United States, the country from which the export or re-export originates. You must use the Software in accordance with all applicable 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 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, Inc., 6501 William Cannon Drive West, Austin, TX, 78735.
HIGH RISK ACTIVITIES. You acknowledge that the Software is not fault tolerant and are not designed, manufactured or intended by Freescale and its licensors 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.
CONFIDENTIAL INFORMATION. The Software will be treated by you as confidential information and you agree to retain the Software in confidence perpetually for with respect to Software in source code form (human readable), or for a period of 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 the any part of the Software to others than employees or contractors who have a need to know of the Software and who have executed written agreements obligating them to protect such Software. 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, that you only disclose information required, and that the you allow Freescale the opportunity to object to such court or other legal body requiring such disclosure.
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, you must file any claim or cause of action arising out of or related to this Agreement or the Software within one (1) year after such claim or cause of action arose or be forever barred. You acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
PRODUCT LABELING. You are not authorized to use any trademarks, brand names, or logos of Freescale and its licensors.
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.
TERMINATION AND SURVIVAL. This Agreement will remain in effect unless terminated by (i) you via written notice to Freescale; (ii) by either party if the other party is in default of any of the terms and conditions of this Agreement, and termination is effective if the defaulting party fails to correct such default within 30 days after written notice thereof; (ii) Freescale immediately upon written notice if you breach any your confidentiality obligations or the license restrictions under this Agreement, become bankrupt or insolvent, or file a petition therefore, make an assignment for the benefit of your creditors, enter proceedings for winding up or dissolution, are dissolved, or are nationalized or subject to the expropriation of all or substantially all of its business or assets. Upon termination of this Agreement by either party, all licenses granted will expire. Upon Our request, you will furnish a statement certifying, with respect to the Software, that the original and all copies, except for archival copies to be used solely for dispute resolution purposes, in whole or in part, in any form, of the Software have been destroyed. Notwithstanding the termination of this Agreement for any reason, the Sections entitled Indemnity, Limitation of Liability, and General will survive.