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 the Freescale Proprietary Software License
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
FREESCALE PROPRIETARY SOFTWARE LICENSE AGREEMENT
This is a license agreement ("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, non-sublicensable right (1) to use the Software, (2) to reproduce
the Software, (3) to prepare derivative works of the Software, (4) to distribute the
Software and derivative works thereof in object (machine-readable) form as part of
a programmable processing unit (e.g. a microprocessor, microcontroller, or digital
signal processor) supplied directly or indirectly from Freescale ("Freescale
System") and (5) to sublicense to others the right to use the distributed Software,
provided that any and all such sublicenses include the same terms and conditions of
this Agreement. Notwithstanding the limitation on damages in Section 8, Licensee
will indemnify, defend, and hold harmless Freescale against any and all claims,
costs, damages, liabilities, judgments and attorneys' fees resulting from or
arising out of any breach by the sublicensee, or resulting from or arising out of
any action by the sublicensee inconsistent with this Agreement.
You must notify Freescale, in writing, any time you create a derivative of the
Software. Freescale owns all derivatives created from the Software, and derivatives
are licensed to you under the same terms as the Software under this Agreement. Upon
request, you must provide Freescale the source code of any derivative of the Software.
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 and any derivative in your possession or control. Any license
granted above only extends to Freescale's 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
2. OTHER RESTRICTIONS. Subject to the license grant above, the following restrictions
a. Freescale 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 Agreement
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 Freescale's discretion, that replace and/or supplement the
original Software, unless such update contains a separate license.
f. You 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.
3. OPEN SOURCE. You are about to download or install certain software that is
subject to various open source licenses such as the Apache License, the BSD license,
the Free Software Foundation General Public License and Lesser General Public
License, the Mozilla Public License and others. 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.
Any open source license that is incompatible with the terms of this Agreement
supersedes the terms of this Agreement.
4. 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
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 continue perpetually, 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.
6. 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.
7. 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
8. 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.
9. 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 EVEN IF INFORMED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES. FREESCALE'S LIABILITY WILL IN ANY EVENT AND UNDER ANY
THEORY OF RECOVERY BE LIMITED TO THE TOTAL AMOUNT RECEIVED BY FREESCALE UNDER THIS
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..
12. 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.
13. 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.
14. CONFIDENTIAL 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.
15. PRODUCT LABELING. You are not authorized to use any Freescale trademarks,
brand names, or logos.
16. 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.
17. 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.
18. 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.