STSW-L99ASC03
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IMPORTANT-READ CAREFULLY:
IMPORTANT-READ CAREFULLY: This Limited License Agreement (LLA) is made
between you (either an individual person or a single legal entity, who will be 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 39, Chemin du Champ des Filles, 1228 Plan-les-Ouates, Geneva, Switzerland
(hereinafter "ST") for the software licensed materials that accompany this LLA, including
any associated media, printed materials and electronic documentation (the "Licensed
Materials"). The Licensed Materials include any software updates and supplements, that ST
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.
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 or licensed to ST, a non-exclusive,
non-transferable, royalty-free, copyright license, without the right to sub-license (except
as expressly stipulated herein or authorized in writing by an authorized representative of
ST), to use and reproduce the Licensed Materials in object code solely and exclusively with
ST chipsets, integrated circuits or ST Gyro product as applicable ("ST Chipsets") for
incorporation in a Licensee Product (as defined hereinafter) and subsequent distribution
directly or indirectly of said Licensee Product provided that the software part of Licensed
Material executes solely and exclusively on, or in conjunction with ST Chipset in Licensee
Product ("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 or licensed to ST during the term of this LLA a
non-exclusive, royalty-free, non-transferable copyright license, without the right to
sublicense (except as expressly stipulated herein or authorized in writing by an authorized
representative of ST), 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, You will be authorized
to sub-license the Licensed Materials and derivative works thereof in object code solely as
part of your software or hardware application ("Licensee Product") and not as a stand-alone
product for the Limited License Purpose only. You will enter into an agreement with your
customer under terms and conditions no less stringent as the terms of this LLA. Upon
request, You shall provide ST with requested contact information of your customers.
Subject to the terms and conditions of this LLA, ST hereby grants You
under intellectual property rights owned by or licensed to ST, a non-exclusive,
non-transferable, royalty-free, copyright license without the right to sub-license (except
as expressly stipulated herein or authorized in writing by an authorized representative of
ST), to use the Licensed Materials made available as comments, annotations, instructions,
manuals, and other materials, whether in printed or electronic form, including without
limitation installation manuals, user's guides, and programmer guides ("Documentation")
solely to support and exercise the rights granted under this article 1 and to copy, modify
and/or create derivative works from the Documentation - e.g. by creating technically
accurate subsets and supersets thereof or by translating it into other languages or
otherwise creating technically accurate localized versions thereof - and distributing such
Licensee documentation only with Licensee Product.
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, will be suitable for
your intended use or application and substantially comply with the Documentation. 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 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. Notwithstanding anything to the contrary herein, You are not authorized
to sublicense to or have used the Licensed Materials by a competitor of ST.
Licensed Materials are not designed for use in safety critical
applications such as life supporting devices or systems, and military, nuclear, automotive
or aerospace applications or environments. ST expressly disclaims any responsibility for
such usage which shall be made at Your sole risk, even if ST has been informed in writing of
such usage. You acknowledge and agree to be solely responsible for regulatory and safety
related requirements concerning your own products and any use of the Licensed Materials in
Your products and related applications and any claim arising from incorporation of the
Licensed Materials in any application or system where failure of the Licensed Materials
could lead to death or personal injury.
2. RESTRICTIONS AND ADDITIONAL OBLIGATIONS
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 (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 benchmarks 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 affiliated companies or any intellectual
property of a third-party residing in the Licensed Materials or any other confidential
information furnished by ST, 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 affiliated companies) 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, a
corporate name of ST and/or its affiliated companies, 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.
ST has no obligation to provide You with maintenance, support or updates
for the Licensed Materials. Nothing in this LLA will be construed as: (i) a warranty or
representation by ST to maintain production of any ST device, hardware or software with
which the licensed Materials may be used in any manner and (ii) a commitment from ST to
bring or prosecute actions against third-parties for infringement.
For the Licensed Materials to be used with an ST Gyro product, You shall
report to ST within 7 (seven) days after the end of each month the amount of Gyro products
purchased, directly or indirectly, from ST. You shall keep full and accurate books and
records setting forth the number of Gyro products purchased, directly or indirectly, from ST
which may appoint a certified and independent auditor twice a year, until two years after
termination of this LLA, to audit such books and records on your premises, during normal
business hours and upon reasonable notice to You.
3. OWNERSHIP, COPYRIGHTS AND TRADEMARKS
The Licensed Materials are and will remain the exclusive property of ST
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's or its licensors' proprietary rights or acquire any rights in the Licensed Materials,
except the limited rights specified in Article 1.All titles, trademarks and copyrights in
and pertaining to the Licensed Materials, the accompanying printed materials, and any copies
of the Licensed Materials, are owned or licensed by ST or its affiliated companies or
suppliers. You shall ensure that such notice is reproduced in any copy of the whole or any
part of the Licensed Materials. You shall not remove, modify or alter any ST copyright or
trademark notice from any part of the Licensed Materials or copy partially or totally.
4. CONFIDENTIALITY
The Licensed Materials may include confidential information and trade
secrets designated as "confidential", "proprietary" or similar legend with the name, sign,
trade name or trade mark of ST. You may only use the Licensed Materials for the Limited
License Purpose and shall take necessary precautions to maintain the confidentiality of the
Licensed Materials provided by ST under this LLA. Unless permitted by this LLA, You shall
not disclose, provide or make available the Licensed Materials and/or part thereof to any
person other than your employees who have a need to know for the Limited License Purpose.
You shall not remove any proprietary, copyright, trade secret and warning legends from the
Licensed Materials and/or parts thereof, and You shall reproduce, without any amendment or
change thereto, any proprietary rights legend and marking of ST or its third party suppliers
in any Licensed Materials provided by ST.
You shall be liable towards ST for any damages incurred due to a failure
by any employee or customer having access to the Licensed Materials 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 part thereof, which comes to your notice.
The confidentiality obligations shall not apply to Licensed Materials,
which can be shown by documentary evidence: (i) entered the public domain through no fault
of the Licensee or, (ii) known to the Licensee prior to receipt from ST or, (iii) disclosed
to the Licensee by a third party having the right to disclose or, (iv) independently
developed by the Licensee without use of the Licensed Materials, the onus of proof of
independence being on the Licensee.
5. DISCLAIMER OF WARRANTY
YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS
THEREOF ARE PROVIDED "AS IS". ST MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
LICENSED MATERIALS AND OR PARTS THEREOF WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ST MAKES NO REPRESENTATION
OR WARRANTY THAT (I) THE USE AND DISTRIBUTION OF THE LICENSED MATERIALS AND OR PARTS THEREOF
WILL BE UNINTERRUPTED OR ERROR FREE, AND OR (II) ANY USE AND DISTRIBUTION 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 NECESSARY WITH RESPECT TO THE ACQUISITION OF
LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
CONSEQUENTLY, ST DISCLAIMS ANY LIABILITY IN CASE ANY SUCH USE AND DISTRIBUTION INFRINGE ANY
THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE ST HEREBY DISCLAIMS ANY WARRANTY AND
LIABILITY WHATSOEVER FOR ANY DEVELOPMENT CREATED BY OR FOR YOU AND BY OR FOR 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 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 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, and/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 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,
and "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 to which You are bound. You agree
to comply with all applicable laws and regulations regarding the use of the Licensed
Materials. You acknowledge that the Licensed Materials are subject to export controls
restrictions. You agree that You will not export, re-export Licensed Materials, directly or
indirectly, to any country to the extent export to such country at the time of export
requires an export license or other governmental approval under any export control laws and
regulations, without first obtaining such license or approval.
Some Licensed Materials may (i) require licenses from third parties
claiming intellectual property rights covering 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 of those standards. You acknowledge and agree that this LLA
does not convey a license to any such third party intellectual property rights and that You
are responsible for any fees or royalties payable to any third party based on such third
party's interests in the Licensed Materials.
You shall be responsible for the due and proper compliance with the
terms and conditions of this LLA by your customers and shall be jointly and severally liable
to ST for any and all damages incurred by ST and its suppliers and licensors in connection
with any such third-party's non-compliance therewith.
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 AND
LOST PROFITS OR LOST SAVINGS, LOSS OF BARGAIN OR OPPORTUNITY, PROFESSIONAL FEES OR EXPENSES,
BUSINESS INTERRUPTION, LOST REVENUES OR SALES, DAMAGE TO ASSOCIATED PRODUCT OR EQUIPMENT OR
TO FACILITIES, COSTS OF SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, COSTS ASSOCIATED WITH
DOWN TIME, GOODWILL, LOSS OF DATA AND ANY SIMILAR OR DISSIMILAR LOSSES, WHETHER FORESEEABLE
OR UNFORESEEABLE AND WHETHER OR NOT SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT OR ANY
OTHER LEGAL THEORY, EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF
SUCH DAMAGES ARISING FROM ANY USE AND OR DISTRIBUTION OF THE LICENSED MATERIALS AND OR PARTS
THEREOF, WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, AND OR ARISING BY REASON OF THE
FACT THAT THE LICENSED MATERIALS AND OR ANY PARTS THEREOF ARE DEFECTIVE OR NON-CONFORMING
AND OR ARISING FROM THIS LLA. IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE FOR ANY
DAMAGE, COSTS OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT
CLAIMS WHETHER FOR THE REPLACEMENT OR REPAIR OF PRODUCTS, INCLUDING LABOR, INSTALLATION OR
OTHER COSTS INCURRED BY LICENSEE AND, IN PARTICULAR, ANY COSTS RELATED TO THE REMOVAL OR
REPLACEMENT OF ANY PRODUCTS SOLDERED OR OTHERWISE PERMANENTLY AFFIXED TO ANY PRINTED CIRCUIT
BOARD, EXCESS PROCUREMENT COSTS, OR REWORK CHARGES. ST AGGREGATE AND CUMULATIVE LIABILITY
TOWARDS LICENSEE UNDER THIS LLA SHALL NOT EXCEED 100 USD. THE LIMITATIONS SET FORTH 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 one year from acceptance by You of this LLA,
unless terminated before by You at any time by destroying all Licensed Materials 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
affiliated companies, (iii) ST receives notice of any claim, suit or proceeding that alleges
that the Licensed Materials or Your use or distribution 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. Furthermore the right to use the Licensed Materials
incorporated in a Licensee Product as per Article 1 before the expiration or termination of
this LLA will survive.
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 organisation
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 or bind ST 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 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, differences 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.
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.
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