SPC57EM-FLASHV2
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0.2.2
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Active
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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, and Documentation (collectively the “Licensed
Materials”). Except as expressly permitted under this LLA, no modifications of the Licensed
Materials are permitted. To the extent any modifications to the Licensed Materials are
permitted, such modifications shall also be deemed to be Licensed Materials under this LLA.
“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 to You under this LLA. The Licensed Materials further 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 and under which ST and its Affiliates has the right to
grant such a license, a worldwide, non-exclusive, non-transferable, royalty-free license,
without the right to sublicense, to use and reproduce internally the Licensed Materials for
the sole purpose of performing evaluation, simulation, testing and development of Licensee’s
software/hardware applications for use solely and exclusively with chipsets or integrated
circuits supplied by ST and its Affiliates (collectively “ST Chipsets”) and demonstrating such
Licensee’s software/hardware applications solely and exclusively with ST Chipsets (“Limited
License Purpose”).
To the extent the Licensed Materials are made available to You in source code form and subject
to the terms and conditions of this LLA and applicable Open Source Terms and during the term
of this LLA, ST hereby grants You under intellectual property rights owned by ST and its
Affiliates and under which ST and its Affiliates has the right to grant such a license, a
worldwide, non-exclusive, non-transferable, royalty-free license, without the right to
sublicense, to use, reproduce and modify internally the source code form of the Licensed
Materials and compile such modified source code into new object code, solely for the Limited
License Purpose.
Subject to the terms and conditions of this LLA and during the term of this LLA, ST hereby
grants You under intellectual property rights owned by ST and its Affiliates and under which
ST and its Affiliates has the right to grant such a license, a worldwide, non-exclusive,
non-transferable, royalty-free license, without the right to sublicense, to use and reproduce
internally the Documentation 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, provided that You
ensure such contractors comply with the terms of this LLA.
2. RESTRICTIONS
To the extent you have any third party contractor exercise any license rights under this LLA on
your behalf, You are fully responsible vis-à-vis ST for any act or omission of such
contractor, and any noncompliance by such contractor with the terms of this LLA shall be
deemed a breach by You of this LLA.
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 or not for your
intended use or application. Therefore You agree that the Licensed Materials shall be deemed
accepted by You upon delivery to Licensee. Your use of the Licensed Materials and any
development that is obtained from such use shall be at Your sole risk. You acknowledge and
agree that ST and its Affiliates cannot in any way be held responsible for (and You agree to
fully indemnify ST and its Affiliates for any attempt by You to hold ST and its Affiliates
responsible for) any 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.
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 license expressly 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 any third-party, or in any
other proprietary rights in the Licensed Materials or in any other confidential information
furnished by ST and its Affiliates under this LLA, including, without limitation, (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 as a standalone
product or in a product, to be distributed, marketed or otherwise offered for sale or for rent
ultimately, nor sell, or otherwise transfer it for value. 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, except as expressly permitted hereunder, result in whole or
in part from use of the Licensed Materials.
You may not use the Licensed Materials in safety critical applications such as life support,
military, nuclear, automotive or aerospace devices, systems, applications or environments.
You shall limit access and use of the Licensed Materials to Your employees who have a need to
access the Licensed Materials for the Limited License Purpose and provided that You shall
ensure that such employees shall comply with the provisions of this LLA.
Except as expressly permitted under Article 1 or as otherwise expressly agreed in writing by
ST, You shall not allow any third-party to access or use the Licensed Materials.
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, its Affiliates, or
their licensors, whether or not specifically recognized or perfected under the laws of the
country where the Licensed Materials are delivered, stored, or used. You will not take any
action that jeopardizes any proprietary rights of ST, its Affiliates, or their licensors nor
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, its Affiliates, or their licensors. You shall ensure
that all notices, including but not limited to all copyright and trademark notices of ST, its
Affiliates, or their licensors are reproduced in any copy of the whole or any part of the
Licensed Materials. You shall not remove, modify or alter any copyright or trademark notice of
ST, its Affiliates, or their licensors from any part of the Licensed Materials
4. CONFIDENTIALITY
“Confidential Information” shall include (i) 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 and (ii) the Licensed Materials. 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 of Yours having access to the Licensed Materials or the other
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 other Confidential Information, of which You
become aware.
The confidentiality obligations of this LLA 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 employees of the Licensee without access to the Licensed
Materials or other Confidential Information, the burden 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 USE OF LICENSED MATERIALS PERMITTED UNDER THIS LLA
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 use, and You 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 Your implementation 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 TO 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, TORT OR ANY OTHER LEGAL THEORY, ARISING
OUT OF OR IN CONNECTION WITH THIS LLA OR OTHERWISE IN RELATION TO THE LICENSED MATERIALS OR
OTHER CONFIDENTIAL INFORMATION – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE
POSSIBILITY OF SUCH DAMAGES. ST’S 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
number of subsequent one-year periods 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 or returning to ST all Licensed Materials and
other Confidential Information. 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 destroy or return to ST all Licensed Materials and other
Confidential Information in your possession and You shall stop using the Licensed Materials
and other Confidential Information 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 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.
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