STSW-L99LD21ADIS
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1.0.0
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ST
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IMPORTANT-READ CAREFULLY:
This Limited License Agreement (“LLA) for ST materials is made between
you on behalf of yourself or on behalf of any entity by which you are employed or engaged
(collectively referred to in this LLA as "You" or “Licensee”) and STMicroelectronics
International NV, a company incorporated under the laws of the Netherlands acting for the
purpose of this LLA through its Swiss branch located at 39, Chemin du Champ des Filles, 1228
Plan-les-Ouates , Geneva, Switzerland (hereinafter “ST”). Affiliates shall mean any
corporation, partnership, or other entity that, directly or indirectly, owns, is owned by,
or is under common ownership with ST, for so long as such ownership exists. For the purposes
of the foregoing, "own", "owned," or "ownership" shall mean ownership of more than fifty
percent (50%) of the stock or other equity interests entitled to vote for the election of
directors or an equivalent governing body.
The ST materials licensed under this LLA shall mean the software and/or
any hardware material which accompany or are otherwise made available by ST and/or its
Affiliates upon agreeing to this LLA, including any associated media, Documentation
(collectively the “Licensed Materials”). Documentation shall include any comments,
annotations, instructions, manuals, and other materials, whether in printed or electronic
form, including without limitation installation manuals, user’s guides, and programmer
guides, related to any software and/or any hardware material made available under this LLA.
The Licensed Materials include any software updates, hardware products and supplements that
ST and/or its Affiliates may provide You or make available to You after the date You obtain
the Licensed Materials to the extent that such items are not accompanied by a separate
license agreement or other terms of use.
THE LICENSED MATERIALS ARE LICENSED TO YOU ON THE CONDITION THAT YOU
ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LLA. BY CLICKING ON THE "I ACCEPT" BUTTON OR BY
INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE LICENSED MATERIALS, YOU
AGREE TO BE BOUND BY THE TERMS OF THIS LLA. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS
LLA, DO NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
1. LIMITED LICENSE
Subject to the terms and conditions of this LLA and applicable Open
Source Terms (as defined hereafter) and during the term of this LLA, ST hereby grants You
under intellectual property rights owned by ST and its Affiliates or under which ST and its
Affiliates have the right to grant a license, a worldwide, non-exclusive, non-transferable,
royalty-free, license, without the right to sub-license, to use internally the Licensed
Materials solely and exclusively with ST chipsets or ST integrated circuits (collectively
“ST Chipsets”) for the sole purpose of performing evaluation, simulation, testing and
development of software/hardware applications and performing non-commercial demonstration of
such Licensee’s software/hardware applications with ST Chipsets (“Limited License
Purpose”).
To the extent the Licensed Materials are made available to You in source
code and subject to the terms and conditions of this LLA, ST hereby grants You under
intellectual property rights owned by ST and its Affiliates or under which ST and its
Affiliates have the right to grant a license, during the term of this LLA, a worldwide,
non-exclusive, royalty-free, non-transferable license, without the right to sublicense, to
use, reproduce and modify the source code form of the Licensed Materials and compile such
modified source code into new object code, for the Limited License Purpose only.
Subject to the terms and conditions of this LLA, ST hereby grants You
under intellectual property rights owned by ST and its Affiliates or under which ST and its
Affiliates have the right to grant a license, a worldwide, non-exclusive, non-transferable,
royalty-free, license without the right to sub-license, to use internally and make a
reasonable number of copies of the Documentation provided by ST under this LLA, solely to
support the Limited License Purpose.
Subject to all limitations described herein, You are authorized to have
third party contractors exercise for You and on your behalf the license rights as set forth
above.You are fully responsible vis-à-vis ST for any act or omission of your contractors and
any breach by Your contractors shall be deemed a breach by You hereunder.
You acknowledge that the Licensed Materials have not been specifically
designed to meet your individual requirements and that You have all information necessary to
evaluate whether the Licensed Materials meet your requirements or not, and will be suitable
for your intended use or application. Therefore the Licensed Materials shall be deemed
accepted upon delivery to Licensee. You shall use, at your own risk, the Licensed Materials
and any development that is obtained from such use. You acknowledge that ST and its
Affiliates cannot in any way be held responsible for the consequences resulting from use of
the Licensed Materials and any development made following such use of the Licensed
Materials.
You acknowledge you are receiving the Licensed Materials under a limited
license and not as a purchaser of the Licensed Materials.
2. RESTRICTIONS
Unless otherwise expressly stipulated under Article 1, You shall not,
and shall not permit any third party to: (i) copy, reproduce or duplicate the Licensed
Materials; (ii) translate, modify, adapt, decompile, disassemble or reverse engineer and
make derivative works of (any portion of) the Licensed Materials; (iii) rent, disclose,
publish, sell, assign, lease, lend, sublicense, market, transfer, distribute or otherwise
provide third parties access to (any portion of) the Licensed Materials for any purpose;
(iv) attempt to derive the source code, algorithmic nature or structure of any object code
portions of the Licensed Materials; (v) use the Licensed Materials to create any product
that competes with the Licensed Materials or ST Chipsets; (vi) remove or circumvent any
protection or other restrictive technology mechanism of the Licensed Materials or ST
Chipsets; (vii) disclose the results of the Licensed Materials’ performance to any third
party; or (viii) otherwise use any portion of the Licensed Materials in any manner not
expressly authorized by this LLA.
Other than the limited expressed license granted to You under Article 1
herein, no other rights or licenses are granted, or implied by estoppel or otherwise, under
any intellectual property rights of ST and/or its Affiliates or any intellectual property of
a third-party residing in the Licensed Materials or in any other confidential information
furnished by ST and its Affiliates, including (i) for the combination of such Licensed
Materials or other confidential information with one or more other items (including items
acquired from ST and/or its Affiliates) even if such items have no substantial use other
than as part of such combination (ii) with respect to any trademark, trade or brand name,
domain name, corporate name of ST and/or Affiliates, or any other name or mark, or
contraction abbreviation or simulation thereof, (iii) under any intellectual property rights
covering any standard set by a standard setting body and any de facto standards.
You may not use the Licensed Materials for commercial purposes nor sell,
or otherwise transfer it for value. Commercial purposes include the use of the Licensed
Materials as a standalone product or in a product, to be distributed, marketed or otherwise
offered for sale or for rent ultimately. For avoidance of doubt, nothing shall prevent the
Licensee from distributing any of Licensee’s software/hardware applications, provided that
such Licensee’s software/hardware applications do not contain any Licensed Material or part
thereof and/or result in whole or in part from use of the Licensed Materials hereunder.
You shall limit access and use of the Licensed Materials to You and
those individuals who may be employed by You who have a need to access the Licensed
Materials for the Limited License Purpose and provided that You shall ensure that such
individuals shall comply with the provisions of this LLA, and except as expressly permitted
under Article 1 or as otherwise expressly agreed in writing by ST, You shall not allow any
third-party to use the Licensed Materials. You shall be liable towards ST for any damages
due to a failure by such third-party(ies) to comply with the provisions of this LLA.
ST and its Affiliates have no obligation to provide You with
maintenance, technical support or updates for the Licensed Materials.
3. OWNERSHIP, COPYRIGHTS AND TRADEMARKS
The Licensed Materials are and will remain the exclusive property of ST
and/or its Affiliates or its licensors, whether or not specifically recognized or perfected
under the laws of the country where the Licensed Materials are used. You will not take any
action that jeopardizes ST and its Affiliates or its licensors' proprietary rights or
acquire any rights in the Licensed Materials, except the limited rights specified in Article
1.
All right, title and interest in and to the Licensed Materials, are
owned or licensed by ST or its Affiliates or licensors. You shall ensure that all notices,
including but not limited to all copyright and trademark notices of ST or its Affiliates or
licensors are reproduced in any copy of the whole or any part of the Licensed Materials. You
shall not remove, modify or alter any ST or its Affiliates’ or licensors’ copyright or
trademark notice from any part of the Licensed Materials.
4. CONFIDENTIALITY
Confidential information shall include all information provided with the
Licensed Materials which (a) is designated as “confidential”, “proprietary” or with a
similar legend, (b) is by its own nature of a type which would reasonably be considered
confidential and/or (c) is source code (“Confidential Information”). You may only use the
Confidential Information for the Limited License Purpose and shall protect the
confidentiality of the Confidential Information provided by ST and its Affiliates under this
LLA by using the same degree of care, but not less than a reasonable degree of care, to
prevent its unauthorized use, dissemination, or publication as You use to protect your own
confidential information of like nature.
You shall be liable towards ST for any damages incurred due to a failure
by any employee having access to the Licensed Materials and/or the Confidential Information
to comply with the provisions in this LLA. You shall immediately notify ST of any
unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss
of the Licensed Materials or Confidential Information or part thereof, which comes to your
notice.
The confidentiality obligations shall not apply to Confidential
Information, which can be shown by documentary evidence: (i) entered the public domain
through no fault of the Licensee; or, (ii) was known to the Licensee prior to receipt from
ST and its Affiliates; or, (iii) was disclosed to the Licensee by a third party having the
right to disclose; or, (iv) was independently developed by the Licensee without use of the
Licensed Materials or Confidential Information, the onus of proof of independence being on
the Licensee.
These confidentiality obligations shall survive any termination or
expiration of the LLA for whatever cause.
5. DISCLAIMER OF WARRANTY
YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS
THEREOF ARE PROVIDED “AS IS”. ST AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES
WITH RESPECT TO THE LICENSED MATERIALS AND OR PARTS THEREOF WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ST
AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY THAT (I) THE USE OF THE LICENSED
MATERIALS AND OR PARTS THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, AND OR (II) ANY USE OF
THE LICENSED MATERIALS AND OR PARTS THEREOF, WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT,
ARE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IT SHALL BE YOUR
SOLE RESPONSIBILITY TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO THE
ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD
PARTIES. CONSEQUENTLY, ST AND ITS AFFILIATES DISCLAIM ANY LIABILITY IN CASE ANY SUCH USE
INFRINGES ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE ST AND ITS AFFILIATES
HEREBY DISCLAIM ANY WARRANTY AND LIABILITY WHATSOEVER FOR ANY DEVELOPMENT CREATED BY OR FOR
YOU OR YOUR CUSTOMERS.
YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE
EXPRESS WARRANTIES IN THIS LLA AND THAT NO WARRANTIES ARE MADE BY ST OR ITS AFFILIATES OR
GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
6. OPEN SOURCE
Some portion of the Licensed Materials might contain Open Source
Software subject to Open Source Terms (as defined below) applicable for each such portion,
as further specified in the Licensed Materials. Such Open Source Software is supplied to You
under the applicable Open Source Terms and is not subject to the terms of this LLA to the
extent the terms of this LLA are in conflict with such applicable Open Source Terms.
Except for Open Source Software, You have no rights under this LLA to,
and may not under any circumstances use the Licensed Materials or any parts thereof such
that they become subject to any Open Source Terms. These actions include but are not limited
to combining the Licensed Materials by means of incorporation or linking or otherwise.
For the purpose of this LLA, “Open Source Terms” shall mean any open
source license which requires as part of distribution of software that the source code of
such software is distributed therewith, or any other open source license that complies with
the Open Source Definition specified at www.opensource.org and any other comparable open
source license such as for example GNU General Public License (GPL), Eclipse Public License
(EPL), Apache Software License, BSD license and MIT license. “Open Source Software” shall
mean any software that is licensed or distributed under Open Source Terms as specified in
the Licensed Materials.
7. COMPLIANCE
You agree not to use the Licensed Materials in violation of any law,
statute, ordinance or other regulation or any obligation by which You are bound. You agree
to comply with all applicable laws and regulations regarding the use of the Licensed
Materials. Specifically but without limiting the generality of the foregoing, You
acknowledge that the Licensed Materials are subject to export controls restrictions and You
agree to comply with the European export regulations and US similar regulations, and to
obtain any necessary export license or other documentation prior to exportation or
re-exportation of the Licensed Materials.
Some Licensed Materials may (i) require licenses from third parties
claiming intellectual property rights covering use or implementation of the Licensed
Materials or (ii) be based on industry recognized standards or software programs published
by industry recognized standards bodies and certain third parties may claim to own
intellectual property rights that cover implementation or use of those standards. You agree
that You will obtain any necessary licenses from such third parties prior to execution of
the license rights granted by ST to You herein.
8. DISCLAIMER OF DAMAGES
IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE TO THE LICENSEE AND
ITS CUSTOMERS FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST
PROFITS OR LOST SAVINGS, LOSS OF BARGAIN OR OPPORTUNITY, PROFESSIONAL FEES OR EXPENSES,
BUSINESS INTERRUPTION, LOST REVENUES OR SALES, DAMAGE TO PRODUCT OR EQUIPMENT OR TO
FACILITIES, COSTS OF SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, REWORK CHARGES, COSTS
ASSOCIATED WITH DOWN TIME, LOSS OF GOODWILL, LOSS OF DATA OR FOR ANY DAMAGES COSTS OR
EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHETHER
FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT SUCH DAMAGES ARE BASED ON WARRANTY,
CONTRACT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS LLA – EVEN IF
LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES. ST AND ITS
AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY TOWARDS LICENSEE UNDER THIS LLA SHALL NOT
EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH ABOVE IN THIS ARTICLE 8 SHALL
ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. TERM AND TERMINATION
This LLA shall be valid for an initial period of one year from
acceptance by You of this LLA, Thereafter, it shall automatically renew for an unlimited
period of time until terminated by either ST or Licensee upon one (1) month prior written
notice to the other. Notwithstanding the foregoing, Licensee may terminate this LLA at any
time by destroying all Licensed Materials, Documentation and other Confidential Information
or by returning those to ST. ST may terminate this LLA at any time if (i) You fail to comply
with the terms and conditions of this LLA, or (ii) You file litigation against ST or its
Affiliates, (iii) ST or its Affiliates receive notice of any claim, suit or proceeding that
alleges that the Licensed Materials or your use of the Licensed Materials infringes any
third-party intellectual property rights or (iv) to the extent permitted by laws, a
voluntary or involuntary petition in bankruptcy or winding up is filed against Licensee, any
proceedings in insolvency or bankruptcy are instituted against Licensee, a trustee or
receiver is appointed over Licensee, or any assignment is made for the benefit of creditors
of Licensee. Upon termination, You shall delete, destroy, or return to ST all Licensed
Materials in your possession and You shall stop using the Licensed Materials for any purpose
whatsoever. The rights and obligations under Articles from 2 to 11 will survive the
termination or expiration of this LLA.
10. MISCELLANEOUS
If a court or agency of competent jurisdiction holds any term of this
LLA invalid, illegal, or unenforceable for any reason, the remainder of this LLA shall be
valid and enforceable and You and ST shall discuss in good faith a substitute, valid,
enforceable provision which most nearly effects the parties intent in entering into this
LLA.
The failure by ST to enforce any provisions of this LLA or to exercise
any right in respect thereto shall not be construed as constituting a waiver of its rights
thereof.
No agency, joint venture, partnership or other business organization
shall be created or be construed as being created by reason of this LLA. You will not have
the right or authority to, and shall not, assume or create any obligation of any nature
whatsoever on behalf of ST and its Affiliates or bind ST and its Affiliates in any respect
whatsoever. You and ST are independent parties. Nothing in this LLA shall be construed as
making You an employee, agent or legal representative of ST.
This LLA contains the entire and sole agreement between You and ST on
the subject matter of this LLA, and supersedes all representations, undertakings and
agreements previously made between You and ST and/or its Affiliates and shall prevail over
the terms and conditions set forth in any document from You with respect to the subject
matter of this LLA. Any amendment to this LLA shall be agreed in writing and be duly signed
by You and ST or signed or agreed solely by You on the format proposed by ST and shall make
reference to this LLA.
11. APPLICABLE LAW
This LLA is governed by the laws of Switzerland, without regard to its
conflict of law rules. All disputes or questions arising out of or in connection with this
LLA shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding
the aforesaid, nothing in this LLA shall prevent ST from seeking any interim or final
injunctive or equitable relief by a court of competent jurisdiction.
Version done on 20th November
2014
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