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.
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.
PATENTS.You are solely responsible for obtaining licenses
for any relevant Essential Patents for your use in connection with technology
that you incorporates 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 complaint 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.
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.
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 Board Support Package 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 Board Support Package to any country in violation of export restrictions.
GOVERNMENT USE. Use of the Board Support Package 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.,
HIGH RISK ACTIVITIES. You acknowledge that the Board Support Package 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 Board Support Package or any derivative work of the Board Support Package for High Risk Activities.
CONFIDENTIAL INFORMATION. The Board Support Package will be treated by you as confidential information and you agree to retain the Board Support Package in confidence perpetually for with respect to Board Support Package 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 Board Support Package.During this period you may not disclose the any part of the Board Support Package to others than employees or contractors who have a need to know of the Board Support Package and who have executed written agreements obligating them to protect such Board Support Package.You agree to use the same degree of care, but no less than a reasonable degree of care, with the Board Support Package as you do with your own confidential information. You may disclose Board Support Package 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 Board Support Package, 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 Board Support Package 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 Board Support Package, 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 Board Support Package have been destroyed. Notwithstanding the termination of this Agreement for any reason, the Sections entitled Indemnity, Limitation of Liability, and General will survive.