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264 lines
23 KiB
Plaintext
SLA0078 Software license agreement
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==================================
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LIMITED LICENSE AGREEMENT FOR ST MATERIALS EVALUATION
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=====================================================
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IMPORTANT-READ CAREFULLY:
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=========================
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This Limited License Agreement for ST Materials Evaluation (“LLA”) is a legally binding contract between you, on behalf of
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either yourself individually or the single entity by which you are employed (referred to in this LLA as "You" or “Licensee”) and
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STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this
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LLA through its Swiss branch located at 39, Chemin du Champ des Filles, 1228 Plan-les-Ouates, Geneva, Switzerland
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(hereinafter “ST”).
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THE LICENSED MATERIALS ARE LICENSED TO YOU ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS AND
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CONDITIONS OF THIS LLA. BY CLICKING ON THE "I ACCEPT" BUTTON OR BY INSTALLING, COPYING, DOWNLOADING,
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ACCESSING OR OTHERWISE USING THE LICENSED MATERIALS, YOU AGREE TO BE BOUND BY THE TERMS AND
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CONDITIONS OF THIS LLA. IF YOU DO NOT AGREE WITH ANY TERM OR CONDITION OF THIS LLA, DO NOT INSTALL,
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ACCESS OR USE THE LICENSED MATERIALS.
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For purposes of this LLA:
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“Affiliates” shall mean any corporation, partnership, or other entity that, directly or indirectly, owns, is owned by, or is under
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common ownership with ST, for so long as such ownership exists. For the purposes of the foregoing, "own", "owned," or
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"ownership" shall mean ownership of more than fifty percent (50%) of the stock or other equity interests entitled to vote for the
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election of directors or an equivalent governing body.
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“Licensed Materials” shall mean the software, hardware, media, information, Documentation, and/or other materials which
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accompany this LLA or are otherwise made available by ST and/or its Affiliates under this LLA, any supplements and updates of
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any of the foregoing, and any related items or information delivered or made available by ST after formation of this LLA if no
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separate agreement is entered into by ST and Licensee to govern such related items or information.
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“Documentation” shall mean any comments, annotations, instructions, manuals, guides, and other written materials, whether in
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printed or electronic form, which accompany this LLA or are otherwise made available by ST and/or its Affiliates under this LLA.
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APPLICABLE TERMS AND CONDITIONS
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The Licensed Materials contains various components that may be subject to different terms and conditions. The applicable
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terms and conditions are as follows:
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(i) FOR LICENSED MATERIALS THAT CONSTITUTE OPEN SOURCE SOFTWARE: THE APPLICABLE OPEN SOURCE
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TERMS, WHICH ARE SET FORTH OR IDENTIFIED IN SOURCE CODE HEADER(S), TEXT FILE(S), OR OTHER
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DOCUMENTATION IN OR ACCOMPANYING THIS LLA OR THE LICENSED MATERIALS. “OPEN SOURCE TERMS” MEANS
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ANY OPEN SOURCE LICENSE THAT COMPLIES WITH THE OPEN SOURCE DEFINITION SPECIFIED AT
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WWW.OPENSOURCE.ORG AND ANY OTHER COMPARABLE OPEN SOURCE LICENSE SUCH AS FOR EXAMPLE GNU
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GENERAL PUBLIC LICENSE (GPL), ECLIPSE PUBLIC LICENSE (EPL), APACHE SOFTWARE LICENSE, BSD LICENSE
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AND MIT LICENSE. SUCH OPEN SOURCE SOFTWARE IS NOT SUBJECT TO THE TERMS OF THIS LLA TO THE EXTENT
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THE TERMS OF THIS LLA ARE IN CONFLICT WITH THE OPEN SOURCE TERMS APPLICABLE TO SUCH OPEN SOURCE
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SOFTWARE. EXCEPT FOR OPEN SOURCE SOFTWARE, YOU HAVE NO RIGHTS UNDER THIS LLA TO, AND MAY NOT
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UNDER ANY CIRCUMSTANCES USE ANY LICENSED MATERIALS IN ANY MANNER THAT WOULD, MAKE SUCH
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LICENSED MATERIALS SUBJECT TO ANY OPEN SOURCE TERMS. THESE ACTIONS INCLUDE BUT ARE NOT LIMITED
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TO COMBINING OPEN SOURCE SOFTWARE WITH THE LICENSED MATERIALS BY MEANS OF INCORPORATION OR
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LINKING OR OTHERWISE;
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YOU AGREE NOT TO INSTALL OR USE ANY LICENSED MATERIALS THAT CONSTITUTE OPEN SOURCE SOFTWARE.
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HOWEVER, THE PROHIBITION OF THE IMMEDIATELY PRECEDING SENTENCE SHALL NOT APPLY IF YOU READ AND
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COMPLY WITH THE OPEN SOURCE TERMS APPLICABLE TO THE OPEN SOURCE SOFTWARE.
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(ii) FOR LICENSED MATERIALS THAT CONSTITUTE THIRD PARTY COMPONENTS: THE APPLICABLE THIRD PARTY
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LICENSE TERMS, WHICH ARE SET FORTH OR IDENTIFIED IN SOURCE CODE HEADER(S), TEXT FILE(S), OR OTHER
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DOCUMENTATION IN OR ACCOMPANYING THIS LLA OR THE LICENSED MATERIALS (COLLECTIVELY, “THIRD PARTY
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TERMS”). SUCH THIRD PARTY COMPONENTS ARE NOT SUBJECT TO THE TERMS OF THIS LLA TO THE EXTENT THE
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TERMS OF THIS LLA ARE IN CONFLICT WITH SUCH THIRD PARTY TERMS. LICENSEE ACKNOWLEDGES AND AGREES
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THAT THIS LLA DOES NOT CONVEY A LICENSE TO ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY
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AND THAT LICENSEE IS RESPONSIBLE FOR ANY FEES OR ROYALTIES PAYABLE TO ANY THIRD PARTY BASED ON
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ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BASED ON ANY THIRD PARTY'S INTERESTS IN ANY
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THIRD PARTY COMPONENTS;
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YOU AGREE NOT TO INSTALL OR USE ANY LICENSED MATERIALS THAT CONSTITUTE THIRD PARTY COMPONENTS.
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HOWEVER, THE PROHIBITION OF THE IMMEDIATELY PRECEDING SENTENCE SHALL BE SUSPENDED IF YOU READ
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AND COMPLY WITH THE THIRD PARTY TERMS APPLICABLE TO THE THIRD PARTY COMPONENTS, WHILE SUCH
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COMPLIANCE CONTINUES.
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(iii) FOR ALL OTHER SOFTWARE: THE TERMS AND CONDITIONS OF THIS LLA, WHETHER OR NOT THEY ARE SET
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FORTH OR IDENTIFIED IN SOURCE CODE HEADER(S), TEXT FILE(S), OR OTHER DOCUMENTATION IN OR
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ACCOMPANYING THIS LLA OR THE LICENSED MATERIALS.
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1. LIMITED LICENSE
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==================
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Subject to the terms and conditions of this LLA and any applicable Open Source Terms and Third Party Terms, ST hereby
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grants to You, during the term of this LLA, under intellectual property rights owned by ST, a worldwide, non-exclusive, nontransferable,
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royalty-free license, without the right to sublicense, to use internally the Licensed Materials solely and exclusively
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on or in combination with microcontrollers and microprocessors manufactured by or for ST (collectively “ST Chipsets”) for the
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Limited License Purpose only. “Limited License Purpose” shall mean the sole purpose of performing evaluation, simulation,
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testing, development, and demonstration (but not distribution, sale, license, or other commercialization) of Licensee’s software/
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hardware applications solely with ST Chipsets.
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To the extent the Licensed Materials are made available to You in source code and subject to the terms and conditions of this
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LLA and any applicable Open Source Terms and Third Party Terms, ST hereby grants to You, during the term of this LLA, under
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intellectual property rights owned by ST, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to
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sublicense, to use, reproduce and modify (all internally) the source code form of the Licensed Materials and to compile internally
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such modified source code into new object code, for the Limited License Purpose only.
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Subject to the terms and conditions of this LLA and any applicable Open Source Terms and Third Party Terms, ST hereby
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grants to You, during the term of this LLA, under intellectual property rights owned by ST, a worldwide, non-exclusive, nontransferable,
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royalty-free license, without the right to sublicense, to use internally and make internally a reasonable number of
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copies of the Documentation provided by ST under this LLA, solely to support the Limited License Purpose.
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You are authorized to have third party contractors exercise on Your behalf the license rights as set forth above, provided that (i)
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such contractors are obligated by written agreement with You to maintain the confidentiality of the Licensed Materials to at least
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the degree required of You under this LLA, (ii) You shall ensure such contractors comply with the terms of this LLA, (iii) You shall
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be liable for any breach by such contractors, and (iv) You shall indemnify and hold harmless ST and its Affiliates for any harm
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resulting from such contractor’s use of the Licensed Materials.
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You acknowledge that the Licensed Materials have not been specifically designed to meet Your individual requirements and that
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You have all information necessary to evaluate whether the Licensed Materials meet Your requirements or not, and will be
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suitable for Your intended use or application. Therefore the Licensed Materials shall be deemed accepted upon delivery to
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Licensee. You shall use, at Your own risk, the Licensed Materials and any development that is obtained from such use. You
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acknowledge that ST and its Affiliates cannot in any way be held responsible for the consequences resulting from use of the
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Licensed Materials and any development made following such use of the Licensed Materials, and You shall indemnify and hold
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harmless ST and its Affiliates for any harm resulting from Your use of the Licensed Materials or Your software/hardware
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applications in any manner not permitted under this LLA.
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You acknowledge that You are receiving the Licensed Materials under a limited license and not as a purchaser of the Licensed
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Materials.
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2. RESTRICTIONS
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===============
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Unless otherwise expressly stipulated under Article 1, You shall not, and shall not permit any third party to: (i) copy, reproduce or
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duplicate the Licensed Materials; (ii) translate, modify, adapt, decompile, disassemble or reverse engineer and make derivative
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works of (any portion of) the Licensed Materials; (iii) rent, disclose, publish, sell, assign, lease, lend, sublicense, market,
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transfer, distribute or otherwise provide third parties access to (any portion of) the Licensed Materials for any purpose; (iv)
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attempt to derive the source code, algorithmic nature or structure of any object code portions of the Licensed Materials; (v) use
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the Licensed Materials to create any product that competes with the Licensed Materials or ST Chipsets; (vi) remove or
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circumvent any protection or other restrictive technology mechanism of the Licensed Materials or ST Chipsets; (vii) disclose the
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results of the Licensed Materials’ performance to any third party; or (viii) otherwise use any portion of the Licensed Materials in
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any manner not expressly authorized by this LLA.
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Other than the limited licenses expressly granted to You under Article 1 herein, no other rights or licenses are granted, or
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implied by estoppel or otherwise, under any intellectual property rights of ST and/or its Affiliates or any intellectual property of a
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third-party residing in the Licensed Materials or in any other confidential information furnished by ST and its Affiliates, including,
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without limitation, (i) for the combination of such Licensed Materials or other confidential information with one or more other
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items (including items acquired from ST and/or its Affiliates) even if such items have no substantial use other than as part of
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such combination (ii) with respect to any trademark, trade or brand name, domain name, corporate name of ST and/or Affiliates,
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or any other name or mark, or contraction abbreviation or simulation thereof, (iii) under any intellectual property rights covering
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any standard set by a standard setting body and any de facto standards.
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You may not use the Licensed Materials for commercial purposes nor sell, or otherwise transfer it for value. Commercial
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purposes include the use of the Licensed Materials as a standalone product or in a product, to be distributed, marketed or
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otherwise offered for sale or for rent.
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Notwithstanding any other terms of this LLA, You further acknowledge that the Licensed Materials are not specifically designed
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for use in safety critical applications such as life supporting devices or systems and nuclear, automotive or aerospace
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applications or environments. ST, its Affiliates, and/or its licensors expressly disclaim any responsibility for such usage which
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shall be made by You at your sole risks, even if ST, its Affiliates, and/or its licensors have been informed by You in writing of
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such usage. You acknowledge and agree that You shall be solely responsible for regulatory, safety and security related
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requirements concerning your own products and use of Licensed Materials in your products and related applications.
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You shall limit access and use of the Licensed Materials to You and those individuals employed by You who have a need to
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access the Licensed Materials for the Limited License Purpose. You agree that, (i) such individuals shall be obligated by written
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agreement with You to maintain the confidentiality of the Licensed Materials to at least the degree required of You under this
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LLA, (ii) You shall ensure such individuals comply with the terms of this LLA, (iii) You shall be liable for any breach by such
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individuals, and (iv) You shall indemnify and hold harmless ST and its Affiliates for any harm resulting from such individual’s use
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of the Licensed Materials. Except as expressly permitted under Article 1, or as otherwise expressly agreed in writing by ST, You
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shall not allow any third party to use the Licensed Materials.
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ST and its Affiliates have no obligation to provide You with maintenance, technical support or updates for the Licensed
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Materials.
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3. OWNERSHIP, COPYRIGHTS AND TRADEMARKS
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=======================================
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The Licensed Materials are and shall remain exclusively owned by ST, its Affiliates, and/or its licensors, whether or not
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specifically recognized or perfected under the laws of the country where the Licensed Materials originate or are used. You shall
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not take any action that jeopardizes ST’s, its Affiliates’, and/or its licensors' ownership of the Licensed Materials. You shall not
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acquire any rights in the Licensed Materials, except the limited rights specified in Article 1.
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You shall ensure that all notices, including but not limited to all copyright and trademark notices of ST, its Affiliates, and its
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licensors are reproduced in any copy of the whole or any part of the Licensed Materials. You shall not remove, modify or alter
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any such notice from any part of the Licensed Materials.
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4. CONFIDENTIALITY
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==================
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Confidential information shall include (i) all information provided by ST or its Affiliates in relation to the Licensed Materials which
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(a) is designated as “confidential”, “proprietary” or with a similar legend, and (b) is by its own nature of a type which would
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reasonably be considered confidential and (ii) the Licensed Material (“Confidential Information”). You may only use the
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Confidential Information for the Limited License Purpose and shall protect the confidentiality of the Confidential Information by
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using the same degree of care, but not less than a reasonable degree of care, to prevent its unauthorized use, dissemination, or
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publication as You use to protect your own confidential information of like nature.
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You shall be liable towards ST for any damages incurred by ST or its Affiliates due to a failure by You or Your employees to
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comply with the provisions in this LLA. You shall immediately notify ST of any unauthorised use or disclosure of, or of any
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unauthorised access to, or of any theft or loss of, the Licensed Materials or Confidential Information or part thereof, which
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comes to Your notice.
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The confidentiality obligations shall not apply to Confidential Information, which can be shown by documentary evidence: (i)
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entered the public domain through no fault of the Licensee; or, (ii) was known to the Licensee prior to receipt from ST and its
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Affiliates; or, (iii) was disclosed to the Licensee by a third party having the right to disclose; or, (iv) was independently developed
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by the Licensee without use of the Licensed Materials or Confidential Information, the burden of proof of independence being on
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the Licensee.
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These confidentiality obligations shall survive any termination or expiration of the LLA for whatever cause.
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5. DISCLAIMER OF WARRANTY
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=========================
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YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS THEREOF ARE PROVIDED “AS IS”.
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ST AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED
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MATERIALS AND OR PARTS THEREOF WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED
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TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY,
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WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ST AND ITS AFFILIATES MAKE NO REPRESENTATION OR
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WARRANTY THAT (I) THE USE OF THE LICENSED MATERIALS AND OR PARTS THEREOF WILL BE UNINTERRUPTED
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OR ERROR FREE, OR (II) ANY USE OF THE LICENSED MATERIALS AND OR PARTS THEREOF, WHETHER OR NOT
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INTEGRATED INTO OTHER SOFTWARE OR EQUIPMENT, ARE FREE FROM INFRINGEMENT OF ANY THIRD PARTY
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INTELLECTUAL PROPERTY RIGHTS. IT SHALL BE YOUR SOLE RESPONSIBILITY TO MAKE SUCH DETERMINATION AS
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IS NECESSARY WITH RESPECT TO THE ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL
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PROPERTY RIGHTS OF THIRD PARTIES. CONSEQUENTLY, ST AND ITS AFFILIATES DISCLAIM ANY LIABILITY IN CASE
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ANY USE BY YOU OR YOUR CONTRACTORS INFRINGES ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
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FURTHERMORE ST AND ITS AFFILIATES HEREBY DISCLAIM ANY WARRANTY AND LIABILITY WHATSOEVER FOR ANY
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DEVELOPMENT CREATED BY OR FOR YOU OR YOUR CUSTOMERS.
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YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN
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THIS LLA AND THAT NO WARRANTIES ARE MADE BY ST OR ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS
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PERMITTED BY LAW.
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6. COMPLIANCE
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=============
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You agree not to use the Licensed Materials in violation of any law, statute, ordinance or other regulation or any obligation by
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which You are bound. You agree to comply with all applicable laws and regulations regarding the use of the Licensed Materials.
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Specifically but without limiting the generality of the foregoing, You acknowledge that the Licensed Materials are subject to
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export controls restrictions and You agree to comply with the European export regulations and US similar regulations, and to
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obtain any necessary export license or other documentation prior to exportation or re-exportation of the Licensed Materials.
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Some Licensed Materials may (i) require licenses from third parties claiming intellectual property rights covering use or
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implementation of the Licensed Materials or (ii) be based on industry recognized standards or software programs published by
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industry recognized standards bodies and certain third parties may claim to own intellectual property rights that cover
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implementation or use of those standards. You agree that You will obtain any necessary licenses from such third parties prior to
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execution of the license rights granted by ST to You herein.
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7. DISCLAIMER OF DAMAGES
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========================
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IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT,
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INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST SAVINGS, LOSS OF
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BARGAIN OR OPPORTUNITY, PROFESSIONAL FEES OR EXPENSES, BUSINESS INTERRUPTION, LOST REVENUES OR
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SALES, DAMAGE TO PRODUCT OR EQUIPMENT OR TO FACILITIES, COSTS OF SUBSTITUTE PRODUCT, FACILITIES
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OR SERVICES, REWORK CHARGES, COSTS ASSOCIATED WITH DOWN TIME, LOSS OF GOODWILL, LOSS OF DATA
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OR FOR ANY DAMAGES COSTS OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY
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INFRINGEMENT CLAIMS, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT SUCH DAMAGES
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ARE BASED ON WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION
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WITH THIS LLA – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES.
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ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY TOWARDS LICENSEE UNDER THIS LLA SHALL NOT
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EXCEED 100 USD (ONE HUNDRED US DOLLARS). THE LIMITATIONS SET FORTH ABOVE IN THIS ARTICLE 7 SHALL
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ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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8. TERM AND TERMINATION
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=======================
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This LLA shall be valid for a period that starts upon Your acceptance of the terms and conditions of this LLA and ends upon the
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earlier of two (2) years or ST’s making the Licensed Materials or a subsequent version of the Licensed Materials available for
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download via www.st.com. Licensee may terminate this LLA at any time by destroying all Licensed Materials and other
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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
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and conditions of this LLA, (ii) You threaten or file litigation against ST or its Affiliates, (iii) ST or its Affiliates receive notice of any
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claim, suit or proceeding that alleges that the Licensed Materials or Your use of the Licensed Materials infringes any third-party
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intellectual property rights, or (iv) to the extent permitted by laws, a voluntary or involuntary petition in bankruptcy or winding up
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is filed against Licensee, any proceedings in insolvency or bankruptcy are instituted against Licensee, a trustee or receiver is
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appointed over Licensee, or any assignment is made for the benefit of creditors of Licensee.
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Upon termination or expiration, You shall delete, destroy, or return to ST all Licensed Materials in Your possession and You shall
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stop using the Licensed Materials for any purpose whatsoever.
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Articles 2 to 10, inclusive, shall survive the termination or expiration of this LLA.
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9. MISCELLANEOUS
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================
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If a court or agency of competent jurisdiction holds any term of this LLA invalid, illegal, or unenforceable for any reason, the
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remainder of this LLA shall be valid and enforceable and You and ST shall discuss in good faith a substitute, valid, enforceable
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provision which most nearly effects the parties intent in entering into this LLA.
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The delay or failure by ST to enforce any provisions of this LLA or to exercise any right in respect thereto shall not be construed
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as constituting a waiver of any right of ST or obligation of Licensee.
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No agency, joint venture, partnership or other business organization shall be created or be construed as being created by
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reason of this LLA. You will not have the right or authority to, and shall not, assume or create any obligation of any nature
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whatsoever on behalf of ST and its Affiliates or bind ST and its Affiliates in any respect whatsoever. You and ST are independent
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parties. Nothing in this LLA shall be construed as making You an employee, agent or legal representative of ST.
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This LLA contains the entire and sole agreement between You and ST on the subject matter of this LLA, and supersedes all
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representations, undertakings and agreements previously made between You and ST and/or its Affiliates and shall prevail over
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the terms and conditions set forth in any document from You with respect to the subject matter of this LLA. Any amendment to
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this LLA shall be agreed in writing and be duly signed by You and ST and shall make clear reference to this LLA.
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Licensee agrees that ST’s Affiliates are intended to be third party beneficiaries of this LLA.
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Licensee agrees that in the event of any breach of this LLA by Licensee or its contractors, the resulting harm to ST and its
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Affiliates would likely be of a nature that monetary damages would not provide an adequate remedy, and therefore, ST and its
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Affiliates shall be entitled to seek specific performance, injunction, and other equitable relief.
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10. APPLICABLE LAW
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This LLA is governed by the laws of Switzerland, without regard to its conflict of law rules. All disputes or questions arising out of
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or in connection with this LLA shall be finally settled by the competent courts of Geneva, Switzerland. Licensee hereby waives
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any objection to venue. Notwithstanding the aforesaid, nothing in this LLA shall prevent ST from seeking any interim or final
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injunctive or equitable relief by a court of competent jurisdiction.
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