BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS SOFTWARE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION) FROM STMICROELECTRONICS INTERNATIONAL N.V, SWISS BRANCH AND/OR ITS AFFILIATED COMPANIES (STMICROELECTRONICS), THE RECIPIENT, ON BEHALF OF HIMSELF OR HERSELF, OR ON BEHALF OF ANY ENTITY BY WHICH SUCH RECIPIENT IS EMPLOYED AND/OR ENGAGED AGREES TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT.
Under STMicroelectronics’ intellectual property rights, the redistribution, reproduction and use in source and binary forms of the software or any part thereof, with or without modification, are permitted provided that the following conditions are met:
Redistribution of source code (modified or not) must retain any copyright notice, this list of conditions and the disclaimer set forth below as items 10 and 11.
Redistributions in binary form, except as embedded into microcontroller or microprocessor device manufactured by or for STMicroelectronics or a software update for such device, must reproduce any copyright notice provided with the binary code, this list of conditions, and the disclaimer set forth below as items 10 and 11, in documentation and/or other materials provided with the distribution.
Neither the name of STMicroelectronics nor the names of other contributors to this software may be used to endorse or promote products derived from this software or part thereof without specific written permission.
This software or any part thereof, including modifications and/or derivative works of this software, must be used and execute solely and exclusively on or in combination with a microcontroller or microprocessor device manufactured by or for STMicroelectronics.
No use, reproduction or redistribution of this software partially or totally may be done in any manner that would subject this software to any Open Source Terms. “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 otherwise made available, or open source license that substantially 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 or MIT license.
STMicroelectronics has no obligation to provide any maintenance, support or updates for the software.
The software is and will remain the exclusive property of STMicroelectronics and its licensors. The recipient will not take any action that jeopardizes STMicroelectronics and its licensors' proprietary rights or acquire any rights in the software, except the limited rights specified hereunder.
The recipient shall comply with all applicable laws and regulations affecting the use of the software or any part thereof including any applicable export control law or regulation.
Redistribution and use of this software or any part thereof other than as permitted under this license is void and will automatically terminate your rights under this license.
THIS SOFTWARE IS PROVIDED BY STMICROELECTRONICS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL STMICROELECTRONICS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, NO LICENSE OR OTHER RIGHTS, WHETHER EXPRESS OR IMPLIED, ARE GRANTED UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF STMICROELECTRONICS OR ANY THIRD PARTY.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 23-Jul-2016 | 1 | Initial release. |
| 12-Feb-2016 | 2 | Initial release. |
| 12-Feb-2016 | 3 | Initial release. |
| 23-Feb-2016 | 4 | Initial external release. |
| 20-Feb-2018 | 5 | Change to Ultimate Liberty. |
This is a legally enforceable contract (Agreement) between STMicroelectronics International N.V., Swiss branch and/or its affiliated companies (STMicroelectronics or ST) and you, on behalf of yourself, or on behalf of the entity by which you are employed and/or engaged (You).
Please indicate Your acceptance of this contract by selecting “I ACCEPT” or indicate Your rejection of this contract by selecting “I DO NOT ACCEPT” as indicated below in the media,
AND/OR
BY INSTALLING COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS LICENSED SOFTWARE (INCLUDING WITHOUT LIMITATION ANY DOCUMENTATION AND OTHER PARTS THEREOF) YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT.
Licensed Software: means the software/firmware, examples, project template and all the related documentation and design tools licensed and delivered in the form of object and/or source code as the case may be.
Your Product: means Your and Your end-users’ product or system, and all the related documentation, that includes or works in combination with an executable version of the Licensed Software or derivative of the Licensed Software as permitted in this Agreement and provided further that such Licensed Software or derivative of the Licensed Software as permitted in this Agreement executes solely and exclusively on microcontroller devices manufactured by or for ST.
STMicroelectronics grants You a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by ST) non sub-licensable, revocable, royalty-free limited license of the Licensed Software to:
(i) use, make copies and prepare derivative works of Licensed Software that is delivered by ST in source code format for the sole purpose of designing, developing and manufacturing Your Products;
(ii) use, make copies and prepare derivative works (without reverse engineering) of the Licensed Software that is delivered by ST in object code format for the sole purpose of designing, developing and manufacturing Your Products;
(iii) make copies and prepare derivative works of the documentation part of the Licensed Software for the sole purpose of providing documentation for Your Products and their usage;
(iv) make, have made, import, export and otherwise distribute the Licensed Software or derivative of the Licensed Software as permitted in this Agreement solely in object code format, as incorporated in Your Products, or for execution on Your Products, provided such distribution is subject to license terms as protective of the Licensed Software and ST’s rights in the Licensed Software as this Agreement (including without limitation a warranty disclaimer and a limitation of liability as protective of ST as those contained in this Agreement).
Title to the Licensed Software, related documentation and all copies thereof remain with ST and/or its licensors. You may not remove any copyright notice, warranty disclaimer, or other proprietary notice from the Licensed Software or from any permitted copies of the Licensed Software. You shall prevent any unauthorized copying of the Licensed Software, including without limitation any documentation parts.
Unless otherwise explicitly stated in this Agreement, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for commercial purposes, in whole or in part.
You acknowledge and agree that any use, adaptation translation or transcription of the Licensed Software or any portion or derivative thereof, for use with processors manufactured by or for any entity other than ST is a material breach of this Agreement.
You shall not decompile the object code of the Licensed Software or otherwise reverse engineer the Licensed Software. You shall not use the Licensed Software as a basis to create similar or competing software or products.
You shall comply with all applicable laws and regulations affecting the use of the Licensed Software including any applicable export control law or regulation.
Neither the name nor any trademark of STMicroelectronics nor other contributors to the Licensed Software may be used to endorse or promote software or products derived from the Licensed Software (including any part thereof) without specific written permission.
No use, reproduction or redistribution of this Licensed Software partially or totally may be done in any manner that would subject this Licensed Software to any Open Source Terms (as defined below).
The Licensed Software may contain software subject to Open Source Terms (as defined below) applicable for each such portion (Open Source Software), as further specified in the Licensed Software. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. By installing copying, downloading, accessing or otherwise using the Licensed Software, You agree to be bound by such Open Source Terms with regard to such Open Source Software. Open Source Terms: mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith or otherwise made available, or open source license that substantially 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.
Certain portions of the Licensed Software may be subject to third party license terms as expressly specified in the Licensed Software. In such event, those portions are supplied under the specified third party license terms and are not subject to the license terms of this Agreement. By installing copying, downloading, accessing or otherwise using the Licensed Software, You agree to be bound by such third party license terms with regard to those portions.
No rights or licenses are granted to You, except as expressly stated in this Agreement. Without limiting the generality of the foregoing, no rights or licenses are granted in any products, technology or intellectual property rights of ST except those embodied in the Licensed Software.
The Licensed Software is provided “as is” and “with all faults” without warranty of any kind expressed or implied. ST and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose and non- infringement of intellectual property rights. ST does not warrant that the use in whole or in part of the Licensed Software will be interrupted or error free, will meet Your requirements, or will operate with the combination of hardware and software selected by You.
You are responsible for determining whether the Licensed Software will be suitable for your intended use or application or will achieve your intended results. ST will not be liable to You and/or to any third party for the derivative works of the Licensed Software developed by You.
ST has not authorised anyone to make any representation or warranty for the Licensed Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by ST shall not constitute any representation or warranty by ST or alter this disclaimer or warranty, and no additional obligations or liabilities beyond those explicitly stated in this Agreement shall arise from ST’s providing such information or services. ST does not assume or authorize any other person to assume for it any other liability in connection with the Licensed Software.
Nothing contained in this Agreement will be construed as:
(i) a warranty or representation by ST to maintain production of any ST device or other hardware or software with which the Licensed Software may be used or to otherwise maintain or support the Licensed Software in any manner; or
(ii) a commitment from ST and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement. However, ST has the right to terminate this Agreement immediately upon receiving notice of any claim, suit or proceeding that alleges that the Licensed Software or Your use or distribution of the Licensed Software infringes any third party intellectual property rights.
All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.
In no event shall ST or its licensors be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Licensed Software, the documentation or this Agreement, even if ST has been advised of the possibility of such damages.
In no event shall ST’s liability to You or any third party under this Agreement, including any claim with respect of any third party intellectual property rights, for any cause of action exceed 100 US$. This section does not apply to the extent prohibited by law. For the purposes of this section, any liability of ST shall be treated in the aggregate.
ST may terminate this Agreement, including its licenses, at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days after receiving notification from ST of such breach. Upon termination, You will immediately destroy or return all copies of the Licensed Software (including without limitation any documentation) to ST. After termination, Your sole surviving right will be to continue to use the Licensed Software solely to the extent that it was already incorporated before Your material breach of this Agreement into Your Products, which were sold by You before the date of Your material breach.
This Agreement and matters connected with the validity, interpretation or performance thereof shall be governed, construed, interpreted, and applied in all respects by the law in place in Switzerland, without resort to conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to their relationship.
Dispute Resolution. The Parties consent to exclusive jurisdiction in the court of Canton of Geneva, Switzerland for purposes of any litigation arising from this Agreement. For the avoidance of doubt, nothing in this section shall prevent either Party seeking interim injunctive relief from a court or tribunal of appropriate jurisdiction.
If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.
The failure or delay of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of ST. In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto.
Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 05-Feb-2016 | 1 | Initial release. |
| 06-Jul-2020 | 2 | Change of license terms. |
Please indicate your acceptance or NON-acceptance by selecting “I ACCEPT” or “I DO NOT ACCEPT” as indicated below in the media.
BY INSTALLING COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION) FROM STMICROELECTRONICS INTERNATIONAL N.V, SWISS BRANCH AND/OR ITS AFFILIATED COMPANIES (STMICROELECTRONICS), THE RECIPIENT, ON BEHALF OF HIMSELF OR HERSELF, OR ON BEHALF OF ANY ENTITY BY WHICH SUCH RECIPIENT IS EMPLOYED AND/OR ENGAGED AGREES TO BE BOUND BY THIS SOFTWARE PACKAGE LICENSE AGREEMENT.
Under STMicroelectronics’ intellectual property rights and subject to applicable licensing terms for any third-party software incorporated in this software package and applicable Open Source Terms (as defined here below), the redistribution, reproduction and use in source and binary forms of the software package or any part thereof, with or without modification, are permitted provided that the following conditions are met:
1. Redistribution of source code (modified or not) must retain any copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form, except as embedded into microcontroller or microprocessor device manufactured by or for STMicroelectronics or a software update for such device, must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3. Neither the name of STMicroelectronics nor the names of other contributors to this software package may be used to endorse or promote products derived from this software package or part thereof without specific written permission.
4. This software package or any part thereof, including modifications and/or derivative works of this software package, must be used and execute solely and exclusively on or in combination with a microcontroller or a microprocessor devices manufactured by or for STMicroelectronics.
5. No use, reproduction or redistribution of this software package partially or totally may be done in any manner that would subject this software package to any Open Source Terms (as defined below).
6. Some portion of the software package may contain software subject to Open Source Terms (as defined below) applicable for each such portion (“Open Source Software”), as further specified in the software package. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. “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 otherwise made available, or open source license that substantially 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.
7. This software package may also include third party software as expressly specified in the software package subject to specific license terms from such third parties. Such third party software is supplied under such specific license terms and is not subject to the terms and conditions of license hereunder. By installing copying, downloading, accessing or otherwise using this software package, the recipient agrees to be bound by such license terms with regard to such third party software.
8. STMicroelectronics has no obligation to provide any maintenance, support or updates for the software package.
9. The software package is and will remain the exclusive property of STMicroelectronics and its licensors. The recipient will not take any action that jeopardizes STMicroelectronics and its licensors' proprietary rights or acquire any rights in the software package, except the limited rights specified hereunder.
10. The recipient shall comply with all applicable laws and regulations affecting the use of the software package or any part thereof including any applicable export control law or regulation.
11. Redistribution and use of this software package partially or any part thereof other than as permitted under this license is void and will automatically terminate your rights under this license.
THIS SOFTWARE PACKAGE IS PROVIDED BY STMICROELECTRONICS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL STMICROELECTRONICS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE PACKAGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT AS EXPRESSLY PERMITTED HEREUNDER AND SUBJECT TO THE APPLICABLE LICENSING TERMS FOR ANY THIRD-PARTY SOFTWARE INCORPORATED IN THE SOFTWARE PACKAGE AND OPEN SOURCE TERMS AS APPLICABLE, NO LICENSE OR OTHER RIGHTS, WHETHER EXPRESS OR IMPLIED, ARE GRANTED UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF STMICROELECTRONICS OR ANY THIRD PARTY.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 24-Aug-2015 | 1 | Initial release. |
| 25-Feb-2016 | 2 | Addition of main heading "LICENSE AGREEMENT". Minor formatting changes. |
| 20-Oct-2017 | 3 | General change. |
| 07-Mar-2018 | 4 | Alignment of document format with the new standard. No change in the license content. |
This Production Limited License Agreement ("PLLA") 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 PLLA as "You" or “Licensee”) and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this PLLA 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 PLLA shall mean the software made available by ST and/or its Affiliates upon agreeing to this PLLA, including any associated Documentation (collectively the “Licensed Materials”). Documentation shall mean and 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 made available under this PLLA. The Licensed Materials include any software updates, 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 PLLA. 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 PLLA. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS PLLA, DO NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
Subject to the terms and conditions of this PLLA and applicable Open Source Terms (as defined hereafter) and during the term of this PLLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sub-license (except as expressly stipulated herein or authorized in writing by an authorized representative of ST):
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. 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. 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 specifically designed for use in safety critical applications such as lifesupporting devices or systems, and nuclear, automotive or aerospace applications or environments. ST and its Affiliates expressly disclaim any responsibility for such usage which shall be made by You at your sole risk, even if ST and its Affiliates have been informed You in writing of such usage. You acknowledge and agree to be solely responsible for regulatory and safety related requirements concerning Licensee Products 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.
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 all or 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 Products; (vi) remove or circumvent any protection or other restrictive technology mechanism of the Licensed Materials or ST Products; (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 PLLA.
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 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, a corporate name of ST and/or its 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.
ST and its Affiliates have no obligation to provide You with maintenance, support or updates for the Licensed Materials. Nothing in this PLLA will be construed as: (i) a warranty or representation by ST and its Affiliates to maintain production of any ST software or ST Product with which the Licensed Materials may be used in any manner; and (ii) a commitment from ST and its Affiliates to bring or prosecute actions against third-parties for infringement.
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 purpose of this PLLA and provided that You shall ensure that such individuals shall comply with the provisions of this PLLA, 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 PLLA.
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 rights, titles, and interests in and to the Licensed Materials are owned or licensed by ST, its Affiliates and suppliers. 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.
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 purpose of this PLLA and shall protect the confidentiality of the Confidential Information provided by ST and its Affiliates under this PLLA 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, third party contractor or customer having access to the Licensed Materials and/or the Confidential Information to comply with the provisions in this PLLA. 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 the Confidential Information, the onus of proof of independence being on the Licensee.
These confidentiality obligations shall survive any termination or expiration of the PLLA for whatever cause.
YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS THEREOF ARE PROVIDED “AS IS”. ST AND ITS AFFILIATE 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 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 AND ITS AFFILIATES DISCLAIM ANY LIABILITY IN CASE ANY SUCH USE AND DISTRIBUTION INFRINGE 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 AND THAT NO WARRANTIES ARE MADE BY ST AND ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
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 PLLA to the extent the terms of this PLLA are in conflict with such applicable Open Source Terms.
Except for Open Source Software, You have no rights under this PLLA 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 PLLA, “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 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.
You agree not to use the Licensed Materials in violation of any applicable law, statute, ordinance or other regulation or any obligation by which You are bound. You agree to comply with all applicable laws and regulations affecting 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 any applicable export control law or regulation including but not limited to 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 are responsible for obtaining any such license which may be needed, and no such license is provided by ST or its Affiliates.
You shall be responsible for the due and proper compliance with the terms and conditions of this PLLA by your customers and shall be liable to ST for any and all damages incurred by ST, its Affiliates and its suppliers and licensors in connection with any such customers’ non-compliance therewith.
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 – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH THIS PLLA. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY UNDER THIS PLLA SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
This PLLA shall be valid from acceptance by You of this PLLA 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 PLLA at any time by destroying all Licensed Materials, Documentation and other Confidential Information or by returning those to ST. ST may terminate this PLLA at any time if (i) You fail to comply with the terms and conditions of this PLLA, 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 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 of this PLLA. However the right to use the Licensed Materials incorporated in a Licensee Product as per Article 1 will survive with respect
If a court or agency of competent jurisdiction holds any term of this PLLA invalid, illegal, or unenforceable for any reason, the remainder of this PLLA 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 PLLA.
The failure by ST to enforce any provisions of this PLLA 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 PLLA. 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 and nothing in this PLLA shall be construed as making You an employee, agent or legal representative of ST.
This PLLA contains the entire and sole agreement between You and ST on the subject matter of this PLLA, 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 PLLA.
Any amendment to this PLLA shall be agreed in writing and duly signed by You and ST or signed solely by You on the format proposed by ST and shall make reference to this PLLA.
This PLLA 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 PLLA shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this PLLA shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 17-Mar-2016 | 1 | Initial release. |
This Limited License Agreement (“Agreement”) 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 Agreement as "You" or “Licensee”) and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this Agreement 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.
By using/installing the Firmware, the Workbench (as defined below) and their respective documentation, Licensee agrees to be bound by the terms and conditions of this Agreement.
Licensee Product: means Licensee and Licensee’s end-users’ product or system, and all the related documentation, that includes or incorporates solely and exclusively an executable version of the Firmware and/or derivative works and provided further that such Firmware or derivative works of the Firmware execute solely and exclusively on microcontroller devices manufactured by or for ST and its Affiliates embedded in such Licensee or Licensee’s end-users’ product or system.
Workbench: means the PC software tool named ST Motor Control Workbench aiming at developing and handling the Firmware libraries.
1. ST hereby grants Licensee under intellectual property rights owned by ST and its Affiliates the non-exclusive, non-transferable (whether by assignment or otherwise unless expressly authorized by ST), royalty-free, revocable, license, without the right to sub-license (except as expressly permitted for the Firmware) to:
2. Some portion of the Firmware and the Workbench might contain Open Source Software subject to Open Source Terms (as defined below) applicable for each such portion, as further specified in the Firmware and the Workbench. Such Open Source Software is delivered to Licensee under the applicable Open Source Terms and is not subject to the terms of this Agreement to the extent the terms of this Agreement are in conflict with such applicable Open Source Terms. Except for Open Source Software, Licensee has no rights under this Agreement to, and may not under any circumstances use the Firmware and the Workbench or any parts thereof such that they become subject to any Open Source Terms. These actions include but are not limited to combining the Firmware and the Workbench by means of incorporation or linking or otherwise.
For the purpose of this Agreement, “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 Firmware and the Workbench as applicable.
3. Unless otherwise expressly stipulated hereunder, Licensee shall not, and shall not permit any third party to: (i) copy, reproduce or duplicate the Workbench and the Firmware; (ii) translate, modify, adapt, decompile, disassemble or reverse engineer and make derivative works of (any portion of) the Workbench and the Firmware; (iii) rent, disclose, publish, sell, assign, lease, lend, sublicense, market, transfer, distribute or otherwise provide third parties access to (any portion of) the Workbench and the Firmware; (iv) attempt to derive the source code, algorithmic nature or structure of any object code portions of the Workbench and the Firmware; (v) use the Workbench and the Firmware to create any product that competes with the Workbench, the Firmware or any ST product; (vi) remove or circumvent any protection or other restrictive technology mechanism of the Workbench, the Firmware or any ST product; (vii) disclose the results of the Workbench’s and Firmware performance to any third party; or (viii) otherwise use any portion of the Workbench and the Firmware in any manner not expressly authorized by this Agreement.
4. Unless otherwise expressly stated in this Agreement, Licensee may not sell, assign, sublicense, lease, rent or otherwise distribute the Firmware for commercial purposes, in whole or in part.
5. Licensee acknowledges and agrees that any use of the Firmware or any portion thereof with processors manufactured by or for an entity other than ST is a material breach of this Agreement and requires a separate license from ST.
6. No source code relating to and/or based upon Firmware is to be made available or sub-licensed whatsoever by Licensee unless expressly permitted under the Section “Limited License”.
7. Licensee acknowledges and agrees that the protection of the source code of the Firmware requires reasonable security precautions. In the event ST demonstrates has a reasonable belief that the source code of the Firmware has been used or distributed in violation of this Agreement, ST may, by written notification, request certification and on site audit of the Licensee as to whether such unauthorized use or distribution has occurred. Licensee shall cooperate and assist ST in its determination of whether there has been unauthorized use or distribution of the source code of the Firmware and will take appropriate steps to remedy any unauthorized use or distribution.
8. Other than the limited expressed license granted 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 Workbench and the Firmware or in any other confidential information furnished by ST and its Affiliates, including (i) for the combination of the Firmware or other confidential information with one or more other items (including items acquired from ST and/or its Affiliates) even if the Firmware or 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 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.
9. ST and its Affiliates have no obligation to provide any maintenance, support or updates for the Firmware and the Workbench.
10. All right, title and interest in and to the Firmware and the Workbench as well as their documentation and all copies thereof are owned or licensed by ST or its Affiliates or licensors. Licensee 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 Firmware and the Workbench. Licensee shall not remove, modify or alter any ST or its Affiliates’ or licensors’ copyright or trademark notice from any part of the Firmware and the Workbench. Licensee shall not use and shall prevent any unauthorized copying of the Workbench and Firmware and related documentation.
11. The Firmware and the Workbench are confidential and Licensee shall protect the confidentiality of the Firmware and the Workbench by using the same degree of care for its confidential information, but not less than a reasonable degree of care, to prevent their unauthorized use, dissemination, or publication. These confidentiality obligations shall survive any termination or expiration of the Agreement for whatever cause.
12. THE WORKBENCH AND FIRMWARE ARE PROVIDED BY ST "AS IS" WITH ALL FAULTS. ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS ARE DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ST AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY THAT THE USE OF THE WOKBENCH AND THE FIRMWARE AND OR PARTS THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, WILL MEET LICENSEE’S REQUIREMENTS, OR WILL OPERATE WITH THE COMBINATION OF HARDWARE AND SOFTWARE SELECTED BY LICENSEE. LICENSEE HAS RELIED ON NO WARRANTIES AND THAT NO WARRANTIES ARE MADE BY ST AND ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
13. Licensee is solely responsible for determining whether the Firmware and the Workbench will be suitable for Licensee’s intended use or application or will achieve intended results. ST will not be liable to Licensee and/or to any third party for the modifications made to the Firmware by Licensee.
14. Nothing contained in this Agreement will be construed as: (i) a warranty or representation by ST to maintain production of any ST device or other hardware or software with which the Workbench and the Firmware may be used or to otherwise maintain or support the Workbench and the Firmware in any manner; and (ii) a commitment from ST and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.
15. ST does not authorize anyone to make any representation or warranty for the Firmware, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by ST shall not constitute any representation or warranty by ST or alter this disclaimer or warranty, and no additional obligations or liabilities shall arise from ST’s providing such information or services. ST does not assume or authorize any other person to assume for it any other liability in connection with the Workbench and the Firmware.
16. IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL DAMAGES, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, PROFITS, REVENUES, SAVINGS, OPPORTUNITY, GOODWILL, OR COSTS SUBSTITUTE PRODUCTS, REWORK CHARGES, BUSINESS INTERRUPTION, DAMAGE TO PRODUCT OR EQUIPMENT, OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE WORKBENCH AND THE FIRMWARE, EVEN IF ST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY TOWARDS LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH ABOVE IN THIS ARTICLE 16 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
17. ST may terminate this Agreement at any time if (i) Licensee is in material breach of any of these terms and conditions, or (ii) Licensee files litigation against ST or its Affiliates, or (iii) ST or its Affiliates receive notice of any claim, suit or proceeding that alleges that the Workbench and/or the Firmware or use or distribution of the Workbench and/or the Firmware infringes any third-party intellectual property rights, at which time Licensee shall immediately return and/or destroy the Workbench and the Firmware, as directed by ST.
18. The failure by ST to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof. If a court or agency of competent jurisdiction holds any term of this Agreement invalid, illegal, or unenforceable for any reason, the remainder of this Agreement shall be valid and enforceable and Licensee and ST shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this Agreement.
19. This Agreement contains the entire and sole agreement between Licensee and ST on the subject matter of this Agreement, and supersedes all representations, undertakings and agreements previously made between Licensee and ST and/or its Affiliates and shall prevail over the terms and conditions set forth in any document from Licensee with respect to the subject matter of this Agreement. Any amendment to this Agreement shall be agreed in writing and be duly signed by Licensee and ST or signed or agreed solely by Licensee on the format proposed by ST and shall make reference to this Agreement.
20. This Agreement 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 Agreement shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this Agreement shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
THE WORKBENCH AND THE FIRMWARE ARE LICENSED TO YOU ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNLESS OTHERWISE EXPRESSLY AGREED BETWEEN YOU AND ST. BY CLICKING ON THE "I ACCEPT" OR “I AGREE” BUTTON OR BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY OF THE WORKBENCH AND THE FIRMWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS AGREEMENT, DO NOT INSTALL, ACCESS OR USE ANY OF THE WORKBENCH AND THE FIRMWARE.
BY CLICKING ON THE "I ACCEPT" BUTTON OR BY UNZIPPING, INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS SOFTWARE (HEREINAFTER “SOFTWARE” MEANS THE RELATED SOFTWARE, DOCUMENTATION, OTHER MATERIALS, AND ANY PARTS, PERMITTED MODIFICATIONS, AND PERMITTED DERIVATIVES THEREOF) FROM STMICROELECTRONICS INTERNATIONAL N.V, SWISS BRANCH AND/OR ITS AFFILIATED COMPANIES (“STMICROELECTRONICS”), THE RECIPIENT, ON BEHALF OF HIMSELF OR HERSELF, OR ON BEHALF OF ANY ENTITY BY WHICH SUCH RECIPIENT IS EMPLOYED AND/OR ENGAGED (“YOU”) AGREES TO BE BOUND BY THIS AGREEMENT.
You represent that you have the authority to enter into this Agreement. You will comply with all laws, including export laws. STMicroelectronics’s failure or delay to enforce this Agreement does not waive STMicroelectronics’s rights. Swiss law, except conflict of laws, governs this Agreement, and the parties consent to exclusive jurisdiction of courts in Switzerland for litigation of this Agreement.
Subject to the below disclaimer, the redistribution, reproduction and use in source and binary forms of the software or any part thereof, with or without modification, are permitted provided that the following conditions are met:
1. Redistribution of source code (modified or not) must retain any copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form, except as embedded into a microcontroller or microprocessor device or a software update for such device, must reproduce any copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3. Neither the name of STMicroelectronics nor the names of other contributors to this software may be used to endorse or promote products using or derived from this software or part thereof without specific written permission.
4. This software or any part thereof, including modifications and/or derivative works of this software, must be used and execute solely and exclusively in combination with an integrated circuit that is manufactured by or for STMicroelectronics and is an NFC tag, NFC dynamic tag, NFC reader, or UHF reader.
5. No use, reproduction or redistribution of this software may be done in any manner that would subject this software to any Open Source Terms. “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 otherwise made available, or open source license that substantially 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.
6. STMicroelectronics has no obligation to provide any maintenance, support or updates for the software.
7. The software is and will remain the exclusive property of STMicroelectronics and its licensors. The recipient will not take any action that jeopardizes STMicroelectronics and its licensors' proprietary rights or acquire any rights in the software, except the limited rights specified hereunder. 8. Redistribution and use of this software partially or any part thereof other than as permitted under this license is void and will automatically terminate your rights under this license.
THIS SOFTWARE IS PROVIDED BY STMICROELECTRONICS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL STMICROELECTRONICS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, NO LICENSE OR OTHER RIGHTS, WHETHER EXPRESS OR IMPLIED, ARE GRANTED UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF STMICROELECTRONICS OR ANY THIRD PARTY.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 11-Sep-2015 | 1 | Initial release. |
| 25-Feb-2016 | 2 | Corrected DocID on the cover page. Left-aligned main heading. |
| 06-May-2020 | 3 | General update. |
BY CLICKING ON THE "I ACCEPT" BUTTON OR BY UNZIPPING, INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE (HEREINAFTER “SOFTWARE PACKAGE” MEANS THE RELATED SOFTWARE, DOCUMENTATION, OTHER MATERIALS, AND ANY PARTS, PERMITTED MODIFICATIONS, AND PERMITTED DERIVATIVES THEREOF) FROM STMICROELECTRONICS INTERNATIONAL N.V, SWISS BRANCH AND/OR ITS AFFILIATED COMPANIES (“STMICROELECTRONICS”), THE RECIPIENT, ON BEHALF OF HIMSELF OR HERSELF, OR ON BEHALF OF ANY ENTITY BY WHICH SUCH RECIPIENT IS EMPLOYED AND/OR ENGAGED (“YOU”) AGREES TO BE BOUND BY THIS AGREEMENT.
You represent that you have the authority to enter into this Agreement. You will comply with all laws, including export laws. STMicroelectronics’s failure or delay to enforce this Agreement does not waive STMicroelectronics’s rights. Swiss law, except conflict of laws, governs this Agreement, and the parties consent to exclusive jurisdiction of courts in Switzerland for litigation of this Agreement.
Subject to the below disclaimer, applicable Third Party Terms (defined below), and applicable Open Source Terms (defined below), the redistribution, reproduction and use in source and binary forms of the software package or any part thereof, with or without modification, are permitted provided that the following conditions are met:
1. Redistribution of source code (modified or not) must retain any copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form, except as embedded into a microcontroller or microprocessor device or a software update for such device, must reproduce any copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3. Neither the name of STMicroelectronics nor the names of other contributors to this software package may be used to endorse or promote products using or derived from this software package without specific written permission.
4. This software package must be used and execute solely and exclusively in combination with an integrated circuit that is manufactured by or for STMicroelectronics and is an NFC tag, NFC dynamic tag, NFC reader, or UHF reader.
5. No use, reproduction or redistribution of this software package may be done in any manner that would subject this software package to any Open Source Terms (as defined below).
6. Some portion of the software package may contain software subject to Open Source Terms (as defined below) applicable for each such portion (“Open Source Software”), as further specified in the software package. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to this list of conditions, but is subject to the following disclaimer. “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 otherwise made available, or open source license that substantially 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.
7. This software package may also include third party software as expressly specified in the software package, which shall be subject to applicable third party license terms (“Third Party Terms”). Such Third Party Terms may be specified in any reasonable manner, including, without limitation, by being fully set forth, referred to, or hyperlinked in the software package source code, documentation, license file, or readme file. Such third party software is supplied under Third Party Terms and is not subject to this list of conditions, but is subject to the following disclaimer. By unzipping, installing, copying, downloading, accessing or otherwise using any third party software included in this software package, the recipient agrees to be bound by the corresponding Third Party Terms.
8. STMicroelectronics has no obligation to provide any maintenance, support or updates for the software package.
9. The software package is and will remain the exclusive property of STMicroelectronics and its licensors. The recipient will not take any action that jeopardizes STMicroelectronics and its licensors' proprietary rights or acquire any rights in the software package, except the limited rights specified hereunder.
10. Redistribution and use of this software package partially or any part thereof other than as permitted under this license is void and will automatically terminate your rights under this license.
THIS SOFTWARE PACKAGE IS PROVIDED BY STMICROELECTRONICS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL STMICROELECTRONICS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE PACKAGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, SUBJECT TO ANY APPLICABLE THIRD PARTY TERMS AND OPEN SOURCE TERMS, NO LICENSE OR OTHER RIGHTS, WHETHER EXPRESS OR IMPLIED, ARE GRANTED UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF STMICROELECTRONICS OR ANY THIRD PARTY.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 15-Sep-2015 | 1 | Initial release. |
| 25-Feb-2016 | 2 | Change of main heading to "LICENSE AGREEMENT". Addition of "SOFTWARE LICENSE AGREEMENT" heading to the reproduced MyLiberty software license agreement. |
| 27-Jun-2019 | 3 | General update. |
The Licensed Software as defined below may contain various software that are subject to different license agreements. The terms and conditions of those license agreements are available below, as well as in the header files and documentation file accompanying this delivery.
(i) SUBJECT TO THE PROVISIONS HERE BELOW FOR THE LICENSED SOFTWARE PROVIDED IN SOURCE AND IN OBJECT CODE : THE TERMS OF ST SOFTWARE LICENSE AGREEMENT (REPRODUCED BELOW) SHALL APPLY;
(ii) FOR THE LICENSED SOFTWARE OR ANY PART THEREOF WHICH CONTAINS OPEN SOURCE SOFTWARE: THE APPLICABLE OPEN SOURCE TERMS SHALL APPLY. OPEN SOURCE TERMS MEANS 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. SUCH OPEN SOURCE SOFTWARE IS NOT SUBJECT TO THE TERMS OF THIS AGREEMENT TO THE EXTENT THE TERMS OF THIS AGREEMENT ARE IN CONFLICT WITH SUCH APPLICABLE OPEN SOURCE TERMS. EXCEPT FOR OPEN SOURCE SOFTWARE, YOU HAVE NO RIGHTS UNDER THIS AGREEMENT TO, AND MAY NOT UNDER ANY CIRCUMSTANCES USE THE SOFTWARE OR ANY PARTS THEREOF TO MAKE THEM SUBJECT TO ANY OPEN SOURCE TERMS. THESE ACTIONS INCLUDE BUT ARE NOT LIMITED TO COMBINING THE SOFTWARE BY MEANS OF INCORPORATION OR LINKING OR OTHERWISE;
(iii) THE LICENSED SOFTWARE OR ANY PARTS THEREOF MAY (I) REQUIRE LICENSES FROM THIRD PARTIES CLAIMING INTELLECTUAL PROPERTY RIGHTS COVERING USE OR IMPLEMENTATION OF THE LICENSED SOFTWARE 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 ARE RESPONSIBLE FOR OBTAINING ANY SUCH LICENSE WHICH MAY BE NEEDED, AND NO SUCH LICENSE IS PROVIDED BY ST OR ITS AFFILIATES TO YOU .SUCH THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE NOT SUBJECT TO THE TERMS OF THIS AGREEMENT TO THE EXTENT THE TERMS OF THIS AGREEMENT ARE IN CONFLICT WITH SUCH APPLICABLE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE IN THIS DELIVERY, YOU ACKNOWLEDGE THAT YOU HAVE READ THE VARIOUS LICENSE AGREEMENTS APPLICABLE TO EACH SOFTWARE IN THIS DELIVERY AND YOU AGREE TO BE BOUND BY THE TERMS OF THOSE LICENSES. IF YOU DO NOT AGREE WITH ANY CONDITION OF THOSE LICENSES, DO NOT INSTALL, DOWNLOAD, ACCESS OR USE THE SOFTWARE IN THIS DELIVERY.
By using this Licensed Software, You are agreeing to be bound by the terms and conditions of this Agreement. Do not use the Licensed Software until You have read and agreed to the following terms and conditions and with the other terms and conditions that may apply according with (ii) and (iii) here above. The use of the Licensed Software implies automatically the acceptance of the following terms and conditions.
Affiliates: means 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.
Compiled Code: means a machine-executable code in binary format.
IP Rights: means all patents, patent applications, including with respect to patents, any patent rights granted upon any reissue, division, continuation or continuation-in-part applications now or hereafter filed, utility models issued or pending, registered and unregistered design rights, copyrights (including the copyright on software in any code), semiconductor mask works, trade secrets, know-how, and other similar statutory intellectual property or industrial rights, as well as applications for any such rights.
Feedback: means any recommendations, suggestions, comments and corrections, including but not limited to code enhancement, code modifications or bug fixes, related to the Licensed Software and any elements and parts thereof.
Licensed Field: means all markets and applications worldwide, excluding: (i) life supporting devices or systems, (ii) automotive safety, nuclear, military and aerospace markets and applications, (iii) open- source applications in case the Licensed Software is not already contaminated by ST.
Licensed Software: means the enclosed SOFTWARE/FIRMWARE, EXAMPLES, PROJECT TEMPLATE and all the related documentation and design tools licensed and delivered in the form of object and/or source code as the case may be.
Product: means Your and Your end-users’ product or system, and all the related documentation, that includes or incorporates the Licensed Software in Compiled Code and the ST Device and provided further that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on ST Device.
ST Device: means the combination of: a) one ST microcontroller and b) one ST integrated circuit chosen by You provided that a) and b) are manufactured and sold by or for ST.
STMicroelectronics International NV a Dutch company with headquarter at 39, Chemin du Champ des filles, 1228 Plan-les-Oates Geneva (“ST”) grants to You under IP Rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license a non-exclusive, worldwide, non- transferable (whether by assignment or otherwise unless expressly authorized by ST) non sub- licensable, revocable, royalty-free limited license to use the Licensed Software to:
(i) make copies, prepare derivative works of the source code version of the Licensed Software for the sole and exclusive purpose of developing versions of such Licensed Software only for use within the Product exclusively in Compiled Code;
(ii) make copies, prepare derivative works of the object code versions of the Licensed Software for the sole purpose of designing, developing and manufacturing the Products;
(iii) make copies, prepare derivative works of the documentation part of the Licensed Software (including non-confidential comments from source code files if applicable), for the sole purpose of providing documentation for the Product and its usage;
(iv) make, have made, use, sell, offer to sell, import and export or otherwise distribute Products also through multiple tiers.
Title to the Licensed Software, related documentation and all copies thereof remain with ST and/or its licensors. You may not remove the copyrights notices from the Licensed Software and to any copies of the Licensed Software. You agree to prevent any unauthorized copying of the Licensed Software and related documentation. You grants to ST and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty free, fully paid up, sub-licensable and transferable license to use, copy, modify and distribute any Feedback You may have.
You agree that no press releases or announcements or any marketing, advertising or other promotional materials related to this Agreement or referencing or implying ST or its trade names, trademarks, or service marks can be released without ST prior written approval.
Unless otherwise explicitly stated in this Agreement, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for commercial purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with (i) product that does not include ST Device and/or (ii) with device, having similar functionalities to ST Devices, manufactured by or for an entity other than ST, is a material breach of this Agreement and requires a separate license from ST. No source code relating to and/or based upon Licensed Software is to be made available or sub-licensed by You unless expressly permitted under the Section “License”. You acknowledge and agree that the protection of the source code of the Licensed Software warrants the imposition of reasonable security precautions. In the event ST demonstrates to You a reasonable belief that the source code of the Licensed Software has been used or distributed in violation of this Agreement, ST may, by written notification, request certification as to whether such unauthorized use or distribution has occurred. You shall cooperate and assist ST in its determination of whether there has been unauthorized use or distribution of the source code of the Licensed Software and will take appropriate steps to remedy any unauthorized use or distribution.
TO THE EXTENT PERMITTED BY THE LAWS, THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND EXPRESSED OR IMPLIED AND ST AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO , WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT OF THIRD PARTIES INTELLECTUAL PROPERTY RIGHTS.
IN PARTICULAR: A) ST DOES NOT WARRANT THAT THE USE IN WHOLE OR IN PART OF THE LICENSED SOFTWARE WILL BE INTERRUPTED OR ERROR FREE, WILL MEET YOUR REQUIREMENTS, OR WILL OPERATE WITH THE COMBINATION OF HARDWARE AND SOFTWARE SELECTED BY YOU. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED SOFTWARE WILL BE SUITABLE FOR YOUR INTENDED USE OR APPLICATION OR WILL ACHIEVE YOUR INTENDED RESULTS. ST WILL NOT BE LIABLE TO YOU AND/OR TO ANY THIRD PARTY FOR THE DERIVATIVE WORKS OF THE LICENSED SOFTWARE DEVELOPED BY YOU. ST HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY FOR THE LICENSED SOFTWARE, AND ANY TECHNICAL, APPLICATIONS OR DESIGN INFORMATION OR ADVICE, QUALITY CHARACTERIZATION, RELIABILITY DATA OR OTHER SERVICES PROVIDED BY ST SHALL NOT CONSTITUTE ANY REPRESENTATION OR WARRANTY BY ST OR ALTER THIS DISCLAIMER OR WARRANTY, AND IN NO ADDITIONAL OBLIGATIONS OR LIABILITIES SHALL ARISE FROM ST’S PROVIDING SUCH INFORMATION OR SERVICES. ST DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS LICENSED SOFTWARE.
B) NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS:
(i) A WARRANTY OR REPRESENTATION BY ST TO MAINTAIN PRODUCTION OF ANY ST DEVICE OR OTHER HARDWARE OR SOFTWARE WITH WHICH THE LICENSED SOFTWARE MAY BE USED OR TO OTHERWISE MAINTAIN OR SUPPORT THE LICENSED SOFTWARE IN ANY MANNER; AND
(ii) A COMMITMENT FROM ST AND/OR ITS LICENSORS TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF ANY OF THE RIGHTS LICENSED HEREBY, OR CONFERRING ANY RIGHTS TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT. HOWEVER, ST HAS THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON RECEIVING NOTICE OF ANY CLAIM, SUIT OR PROCEEDING THAT ALLEGES THAT THE LICENSED SOFTWARE OR YOUR USE OR DISTRIBUTION OF THE LICENSED SOFTWARE INFRINGES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
TO THE EXTENT PERMITTED BY THE LAW IN NO EVENT ST , ITS AFFILIATES, ITS LICENSORS AND SUBCONTRACTORS INCLUDING THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM (“ST PARTIES”) SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY THAT YOU MAY BIND TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE DAMAGES OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO, THE COST OF LABOUR, RE-QUALIFICATION, DELAY, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR THE LIKE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, RELATING TO OR IN CONNECTION WITH THE LICENSED SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, EVEN IF ST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ST’S LIABILITY TO YOU OR ANY THIRD PARTY THAT YOU MAY BIND TO THIS AGREEMENT, UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO CLAIMS ARISING FROM OR IN CONNECTION WITH THE LICENSED SOFTWARE AND/OR ANY PART THEREOF AND THE USE OF THEM) FOR ANY CAUSE OF ACTION EXCEED IN THE AGGREGATE 100 US$. THIS SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
YOU AGREE TO INDEMNIFY ST PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE ST PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.
This Agreement shall be effective as of the moment in which You accept this terms and conditions and shall terminate 10 (ten) years thereafter. ST may terminate this Agreement: a) at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days upon occurrence of such breach b) upon 60 days prior notice to You. Upon termination, You will immediately destroy or return all copies of the Licensed Software and related documentation to ST. After termination, You will be entitled to use the Licensed Software used into Products that include ST Device manufactured by or for ST, purchased by You before the date of the termination.
You agree not to use the Licensed Software in violation of any applicable law, statute, ordinance or other regulation or any obligation and to procure any information that may be needed for such a purpose. You agree to comply with all applicable laws and regulations affecting the use of the Licensed Software. Specifically but without limiting the generality of the foregoing, You acknowledges that the Licensed Software and/or some of its possible usage could be subject to export controls restrictions and/or personal data law protection and You agree to enquire about any such possible export controls restrictions or data protection restriction law and regulation with the competent authorities, comply with any applicable export control and personal data protection law or regulation including but not limited to the European export and personal data regulations and US similar regulations, and to obtain any necessary export license, authorizations or other documentations prior to the exportation or re- exportation of the Licensed Software and/or prior to apply the usage concerned. You shall promptly procure and shall deliver to ST any declaration and/or certificate that ST may reasonably require in order to be compliant with any export control law and regulation. It is also understood that ST is entitled to refuse the delivery of the Licensed Software in case ST should reasonably suspect that such delivery or the usage by You is in breach of any applicable export control law and regulation or any other applicable law.
This Agreement shall be construed, governed and enforced in accordance with the law of Switzerland without regards to its conflict of law provisions. For sake of clarity the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) shall not apply.
Any dispute arising out of or in connection with this Agreement shall be exclusively settled by the Courts of Geneva, Switzerland.. Notwithstanding the aforesaid, nothing in this Agreement shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
If any provision of this agreement or any part thereof is or becomes, at any time or for any reason, unenforceable or invalid, no the remaining part of any other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions or parts thereof had not been inserted in this Agreement.
The terms and conditions contained herein constitute the entire agreement between You and ST and shall supersede all previous communications either oral or written, between You and ST with respect to the subject matter hereof. No oral explanation or oral information by You, ST and its Affiliates hereto shall alter the meaning or interpretation of this Agreement. This Agreement may not be modified or any right of You or ST waived, except by means of an amendment which expressly references this Agreement and is duly executed by duly authorised representatives of You, ST and its Affiliates.
The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of ST (which shall not be unreasonably withheld). In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto. Notwithstanding the foregoing, ST may assign this Agreement as well as its rights and obligations in whole or in part to any of its Affiliates as well as to any person or entity, in connection with any transfer of any ST business or part of business to which this Agreement pertains, by merger, consolidation, reorganization or otherwise.
Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 03-Dec-2015 | 1 | Initial release. |
| 15-Mar-2017 | 2 | Updated legal text in title and all sections of the agreement. |
| 22-May-2017 | 3 | Removed references to "MYLIBERTY" |
| 29-May-2017 | 4 | Minor text edits. |
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 08-Feb-2016 | 1 | Initial release. |
The Licensed Software as defined below may contain various software that are subject to different license agreements. The terms and conditions of those license agreements are available below, as well as in the header files and documentation file accompanying this delivery.
(i)SUBJECT TO THE PROVISIONS HERE BELOW FOR THE LICENSED SOFTWARE PROVIDED IN SOURCE AND IN OBJECT CODE : THE TERMS OF ST SOFTWARE LICENSE AGREEMENT (REPRODUCED BELOW) SHALL APPLY;
(ii)FOR THE LICENSED SOFTWARE OR ANY PART THEREOF WHICH CONTAINS OPEN SOURCE SOFTWARE: THE APPLICABLE OPEN SOURCE TERMS SHALL APPLY. OPEN SOURCE TERMS MEANS 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. SUCH OPEN SOURCE SOFTWARE IS NOT SUBJECT TO THE TERMS OF THIS AGREEMENT TO THE EXTENT THE TERMS OF THIS AGREEMENT ARE IN CONFLICT WITH SUCH APPLICABLE OPEN SOURCE TERMS. EXCEPT FOR OPEN SOURCE SOFTWARE, YOU HAVE NO RIGHTS UNDER THIS AGREEMENT TO, AND MAY NOT UNDER ANY CIRCUMSTANCES USE THE SOFTWARE OR ANY PARTS THEREOF TO MAKE THEM SUBJECT TO ANY OPEN SOURCE TERMS. THESE ACTIONS INCLUDE BUT ARE NOT LIMITED TO COMBINING THE SOFTWARE BY MEANS OF INCORPORATION OR LINKING OR OTHERWISE;
(iii)THE LICENSED SOFTWARE OR ANY PARTS THEREOF MAY (I) REQUIRE LICENSES FROM THIRD PARTIES CLAIMING INTELLECTUAL PROPERTY RIGHTS COVERING USE OR IMPLEMENTATION OF THE LICENSED SOFTWARE 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 ARE RESPONSIBLE FOR OBTAINING ANY SUCH LICENSE WHICH MAY BE NEEDED, AND NO SUCH LICENSE IS PROVIDED BY ST OR ITS AFFILIATES TO YOU .SUCH THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE NOT SUBJECT TO THE TERMS OF THIS AGREEMENT TO THE EXTENT THE TERMS OF THIS AGREEMENT ARE IN CONFLICT WITH SUCH APPLICABLE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE IN THIS DELIVERY, YOU ACKNOWLEDGE THAT YOU HAVE READ THE VARIOUS LICENSE AGREEMENTS APPLICABLE TO EACH SOFTWARE IN THIS DELIVERY AND YOU AGREE TO BE BOUND BY THE TERMS OF THOSE LICENSES. IF YOU DO NOT AGREE WITH ANY CONDITION OF THOSE LICENSES, DO NOT INSTALL, DOWNLOAD, ACCESS OR USE THE SOFTWARE IN THIS DELIVERY.
By using this Licensed Software, You are agreeing to be bound by the terms and conditions of this Agreement. Do not use the Licensed Software until You have read and agreed to the following terms and conditions and with the other terms and conditions that may apply according with (ii) and (iii) here above. The use of the Licensed Software implies automatically the acceptance of the following terms and conditions.
Affiliates: means 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.
Compiled Code: means a machine-executable code in binary format.
IP Rights: means all patents, patent applications, including with respect to patents, any patent rights granted upon any reissue, division, continuation or continuation-in-part applications now or hereafter filed, utility models issued or pending, registered and unregistered design rights, copyrights (including the copyright on software in any code), semiconductor mask works, trade secrets, know-how, and other similar statutory intellectual property or industrial rights, as well as applications for any such rights.
Feedback: means any recommendations, suggestions, comments and corrections, including but not limited to code enhancement, code modifications or bug fixes, related to the Licensed Software and any elements and parts thereof.
Licensed Field: means all markets and applications worldwide, excluding: (i) life supporting devices or systems, (ii) automotive safety, nuclear, military and aerospace markets and applications, (iii) opensource applications in case the Licensed Software is not already contaminated by ST.
Licensed Software: means the enclosed SOFTWARE/FIRMWARE, EXAMPLES, PROJECT TEMPLATE and all the related documentation and design tools licensed and delivered in the form of object and/or source code as the case may be.
Product: means Your and Your end-users’ product or system, and all the related documentation, that includes or incorporates the Licensed Software in Compiled Code and the ST Device and provided further that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on ST Device.
ST Device: means the combination of at least: a) one ST microcontroller and b) one device chosen by You between a ST radio frequency connectivity device and a ST MEMS sensor integrated circuit; a) and b) manufactured and sold by or for ST.
STMicroelectronics International NV a Dutch company with headquarter at 39, Chemin du Champ des filles, 1228 Plan-les-Oates Geneva (“ST”) grants to You under IP Rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license a non-exclusive, worldwide, nontransferable (whether by assignment or otherwise unless expressly authorized by ST) non sublicensable, revocable, royalty-free limited license to use the Licensed Software to:
(i) make copies, prepare derivative works of the source code version of the Licensed Software for the sole and exclusive purpose of developing versions of such Licensed Software only for use within the Product exclusively in Compiled Code;
(ii) make copies, prepare derivative works of the object code versions of the Licensed Software for the sole purpose of designing, developing and manufacturing the Products;
(iii) make copies, prepare derivative works of the documentation part of the Licensed Software (including non-confidential comments from source code files if applicable), for the sole purpose of providing documentation for the Product and its usage;
(iv) make, have made, use, sell, offer to sell, import and export or otherwise distribute Products also through multiple tiers.
Title to the Licensed Software, related documentation and all copies thereof remain with ST and/or its licensors. You may not remove the copyrights notices from the Licensed Software and to any copies of the Licensed Software. You agree to prevent any unauthorized copying of the Licensed Software and related documentation. You grants to ST and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty free, fully paid up, sub-licensable and transferable license to use, copy, modify and distribute any Feedback You may have.
You agree that no press releases or announcements or any marketing, advertising or other promotional materials related to this Agreement or referencing or implying ST or its trade names, trademarks, or service marks can be released without ST prior written approval.
Unless otherwise explicitly stated in this Agreement, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for commercial purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with (i) product that does not include ST Device and/or (ii) with device, having similar functionalities to ST Devices, manufactured by or for an entity other than ST, is a material breach of this Agreement and requires a separate license from ST. No source code relating to and/or based upon Licensed Software is to be made available or sub-licensed by You unless expressly permitted under the Section “License”. You acknowledge and agree that the protection of the source code of the Licensed Software warrants the imposition of reasonable security precautions. In the event ST demonstrates to You a reasonable belief that the source code of the Licensed Software has been used or distributed in violation of this Agreement, ST may, by written notification, request certification as to whether such unauthorized use or distribution has occurred. You shall cooperate and assist ST in its determination of whether there has been unauthorized use or distribution of the source code of the Licensed Software and will take appropriate steps to remedy any unauthorized use or distribution.
TO THE EXTENT PERMITTED BY THE LAWS, THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND EXPRESSED OR IMPLIED AND ST AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO , WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTIES INTELLECTUAL PROPERTY RIGHTS.
IN PARTICULAR: A) ST DOES NOT WARRANT THAT THE USE IN WHOLE OR IN PART OF THE LICENSED SOFTWARE WILL BE INTERRUPTED OR ERROR FREE, WILL MEET YOUR REQUIREMENTS, OR WILL OPERATE WITH THE COMBINATION OF HARDWARE AND SOFTWARE SELECTED BY YOU. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED SOFTWARE WILL BE SUITABLE FOR YOUR INTENDED USE OR APPLICATION OR WILL ACHIEVE YOUR INTENDED RESULTS. ST WILL NOT BE LIABLE TO YOU AND/OR TO ANY THIRD PARTY FOR THE DERIVATIVE WORKS OF THE LICENSED SOFTWARE DEVELOPED BY YOU. ST HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY FOR THE LICENSED SOFTWARE, AND ANY TECHNICAL, APPLICATIONS OR DESIGN INFORMATION OR ADVICE, QUALITY CHARACTERIZATION, RELIABILITY DATA OR OTHER SERVICES PROVIDED BY ST SHALL NOT CONSTITUTE ANY REPRESENTATION OR WARRANTY BY ST OR ALTER THIS DISCLAIMER OR WARRANTY, AND IN NO ADDITIONAL OBLIGATIONS OR LIABILITIES SHALL ARISE FROM ST’S PROVIDING SUCH INFORMATION OR SERVICES. ST DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS LICENSED SOFTWARE.
B) NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS:
(i) A WARRANTY OR REPRESENTATION BY ST TO MAINTAIN PRODUCTION OF ANY ST DEVICE OR OTHER HARDWARE OR SOFTWARE WITH WHICH THE LICENSED SOFTWARE MAY BE USED OR TO OTHERWISE MAINTAIN OR SUPPORT THE LICENSED SOFTWARE IN ANY MANNER; AND
(ii) A COMMITMENT FROM ST AND/OR ITS LICENSORS TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF ANY OF THE RIGHTS LICENSED HEREBY, OR CONFERRING ANY RIGHTS TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT. HOWEVER, ST HAS THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON RECEIVING NOTICE OF ANY CLAIM, SUIT OR PROCEEDING THAT ALLEGES THAT THE LICENSED SOFTWARE OR YOUR USE OR DISTRIBUTION OF THE LICENSED SOFTWARE INFRINGES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
TO THE EXTENT PERMITTED BY THE LAW IN NO EVENT ST , ITS AFFILIATES, ITS LICENSORS AND SUBCONTRACTORS INCLUDING THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM (“ST PARTIES”) SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY THAT YOU MAY BIND TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE DAMAGES OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO, THE COST OF LABOUR, RE-QUALIFICATION, DELAY, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR THE LIKE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, RELATING TO OR IN CONNECTION WITH THE LICENSED SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, EVEN IF ST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ST’S LIABILITY TO YOU OR ANY THIRD PARTY THAT YOU MAY BIND TO THIS AGREEMENT, UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO CLAIMS ARISING FROM OR IN CONNECTION WITH THE LICENSED SOFTWARE AND/OR ANY PART THEREOF AND THE USE OF THEM) FOR ANY CAUSE OF ACTION EXCEED IN THE AGGREGATE 100 US$. THIS SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
YOU AGREE TO INDEMNIFY ST PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE ST PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.
This Agreement shall be effective as of the moment in which You accept this terms and conditions and shall terminate 10 (ten) years thereafter. ST may terminate this Agreement: a) at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days upon occurrence of such breach b) upon 60 days prior notice to You. Upon termination, You will immediately destroy or return all copies of the Licensed Software and related documentation to ST. After termination, You will be entitled to use the Licensed Software used into Products that include ST Device manufactured by or for ST, purchased by You before the date of the termination.
You agree not to use the Licensed Software in violation of any applicable law, statute, ordinance or other regulation or any obligation and to procure any information that may be needed for such a purpose. You agree to comply with all applicable laws and regulations affecting the use of the Licensed Software. Specifically but without limiting the generality of the foregoing, You acknowledges that the Licensed Software and/or some of its possible usage could be subject to export controls restrictions and/or personal data law protection and You agree to enquire about any such possible export controls restrictions or data protection restriction law and regulation with the competent authorities, comply with any applicable export control and personal data protection law or regulation including but not limited to the European export and personal data regulations and US similar regulations, and to obtain any necessary export license, authorizations or other documentations prior to the exportation or reexportation of the Licensed Software and/or prior to apply the usage concerned. You shall promptly procure and shall deliver to ST any declaration and/or certificate that ST may reasonably require in order to be compliant with any export control law and regulation. It is also understood that ST is entitled to refuse the delivery of the Licensed Software in case ST should reasonably suspect that such delivery or the usage by You is in breach of any applicable export control law and regulation or any other applicable law.
This Agreement shall be construed, governed and enforced in accordance with the law of Switzerland without regards to its conflict of law provisions. For sake of clarity the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) shall not apply.
Any dispute arising out of or in connection with this Agreement shall be exclusively settled by the Courts of Geneva, Switzerland.. Notwithstanding the aforesaid, nothing in this Agreement shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
If any provision of this agreement or any part thereof is or becomes, at any time or for any reason, unenforceable or invalid, no the remaining part of any other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions or parts thereof had not been inserted in this Agreement.
The terms and conditions contained herein constitute the entire agreement between You and ST and shall supersede all previous communications either oral or written, between You and ST with respect to the subject matter hereof. No oral explanation or oral information by You, ST and its Affiliates hereto shall alter the meaning or interpretation of this Agreement. This Agreement may not be modified or any right of You or ST waived, except by means of an amendment which expressly references this Agreement and is duly executed by duly authorised representatives of You, ST and its Affiliates.
The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of ST (which shall not be unreasonably withheld). In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto. Notwithstanding the foregoing, ST may assign this Agreement as well as its rights and obligations in whole or in part to any of its Affiliates as well as to any person or entity, in connection with any transfer of any ST business or part of business to which this Agreement pertains, by merger, consolidation, reorganization or otherwise.
Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 22-May-2017 | 1 | Initial release. |
| 29-May-2017 | 2 | Minor text changes. |
This Production Limited License Agreement ("PLLA") 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 PLLA as "You" or “Licensee”) and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this PLLA 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 PLLA shall mean the software made available by ST and/or its Affiliates upon agreeing to this PLLA, including any associated Documentation (collectively the “Licensed Materials”). Documentation shall mean and 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 made available under this PLLA. The Licensed Materials include any software updates, 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 PLLA. 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 PLLA. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS PLLA, DO NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
Subject to the terms and conditions of this PLLA and applicable Open Source Terms (as defined hereafter) and during the term of this PLLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sub-license (except as expressly stipulated herein or authorized in writing by an authorized representative of ST):
(i) to use, reproduce and modify (to the extent delivered to You in source code) the Licensed Materials for the sole purpose of and to the extent necessary to create a software or hardware application (“Licensee Product”) embedding the Licensed Materials, provided always that the Licensed Materials execute solely and exclusively on, or in conjunction with an integrated circuit manufactured by or for ST or its Affiliates (“ST Product”);
(ii) to distribute the Licensed Materials to third parties in the same code form only as delivered to You by ST and only as embedded in the Licensee Product (and not as a standalone product) provided always that the Licensed Materials execute solely and exclusively on, or in conjunction with ST Product and grant such third parties sublicenses of the rights granted to You in subsections 1 (i) and (ii). You will enter into an agreement with such third parties which limit use of the Licensed Materials to no more than is allowed for under this PLLA. Upon request, You shall provide ST with requested contact information of third parties to whom you distributed the Licensed Materials and confirm in writing that such agreements with such third parties are in place.
(iii) to use the 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, but only for the purpose of 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 Documentation and modifications and/or derivative works only with Licensee Product.
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. 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. 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 specifically designed for use in safety critical applications such as life supporting devices or systems, and nuclear, automotive or aerospace applications or environments. ST and its Affiliates expressly disclaim any responsibility for such usage which shall be made by You at your sole risk, even if ST and its Affiliates have been informed You in writing of such usage. You acknowledge and agree to be solely responsible for regulatory and safety related requirements concerning Licensee Products 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.
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 all or 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 Products; (vi) remove or circumvent any protection or other restrictive technology mechanism of the Licensed Materials or ST Products; (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 PLLA.
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 thirdparty residing in the Licensed Materials or 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, a corporate name of ST and/or its 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.
ST and its Affiliates have no obligation to provide You with maintenance, support or updates for the Licensed Materials. Nothing in this PLLA will be construed as: (i) a warranty or representation by ST and its Affiliates to maintain production of any ST software or ST Product with which the Licensed Materials may be used in any manner; and (ii) a commitment from ST and its Affiliates to bring or prosecute actions against third-parties for infringement.
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 purpose of this PLLA and provided that You shall ensure that such individuals shall comply with the provisions of this PLLA, 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 PLLA.
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 rights, titles, and interests in and to the Licensed Materials are owned or licensed by ST, its Affiliates and suppliers. 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.
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 purpose of this PLLA and shall protect the confidentiality of the Confidential Information provided by ST and its Affiliates under this PLLA 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, third party contractor or customer having access to the Licensed Materials and/or the Confidential Information to comply with the provisions in this PLLA. 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 the Confidential Information, the onus of proof of independence being on the Licensee.
These confidentiality obligations shall survive any termination or expiration of the PLLA for whatever cause.
YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS THEREOF ARE PROVIDED “AS IS”. ST AND ITS AFFILIATE 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 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 AND ITS AFFILIATES DISCLAIM ANY LIABILITY IN CASE ANY SUCH USE AND DISTRIBUTION INFRINGE 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 AND THAT NO WARRANTIES ARE MADE BY ST AND ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
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 PLLA to the extent the terms of this PLLA are in conflict with such applicable Open Source Terms.
Except for Open Source Software, You have no rights under this PLLA 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 PLLA, “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 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.
You agree not to use the Licensed Materials in violation of any applicable law, statute, ordinance or other regulation or any obligation by which You are bound. You agree to comply with all applicable laws and regulations affecting 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 any applicable export control law or regulation including but not limited to 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 are responsible for obtaining any such license which may be needed, and no such license is provided by ST or its Affiliates.
You shall be responsible for the due and proper compliance with the terms and conditions of this PLLA by your customers and shall be liable to ST for any and all damages incurred by ST, its Affiliates and its suppliers and licensors in connection with any such customers’ non-compliance therewith.
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 – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH THIS PLLA. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY UNDER THIS PLLA SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
This PLLA shall be valid from acceptance by You of this PLLA 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 PLLA at any time by destroying all Licensed Materials, Documentation and other Confidential Information or by returning those to ST. ST may terminate this PLLA at any time if (i) You fail to comply with the terms and conditions of this PLLA, 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 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 of this PLLA. However the right to use the Licensed Materials incorporated in a Licensee Product as per Article 1 will survive with respect to Licensee Products sold, licensed or distributed before the termination of this PLLA.
If a court or agency of competent jurisdiction holds any term of this PLLA invalid, illegal, or unenforceable for any reason, the remainder of this PLLA 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 PLLA.
The failure by ST to enforce any provisions of this PLLA 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 PLLA. 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 and nothing in this PLLA shall be construed as making You an employee, agent or legal representative of ST.
This PLLA contains the entire and sole agreement between You and ST on the subject matter of this PLLA, 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 PLLA.
Any amendment to this PLLA shall be agreed in writing and duly signed by You and ST or signed solely by You on the format proposed by ST and shall make reference to this PLLA.
This PLLA 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 PLLA shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this PLLA shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 28-Feb-2018 | 1 | Initial release. |
The Licensed Software as defined below may contain various software that are subject to different license agreements. The terms and conditions of those license agreements are available below, as well as in the header files and documentation file accompanying this delivery.
(i) SUBJECT TO THE PROVISIONS HERE BELOW FOR THE LICENSED SOFTWARE PROVIDED IN SOURCE AND IN OBJECT CODE : THE TERMS OF ST SOFTWARE LICENSE AGREEMENT (REPRODUCED BELOW) SHALL APPLY;
(ii) FOR THE LICENSED SOFTWARE OR ANY PART THEREOF WHICH CONTAINS OPEN SOURCE SOFTWARE: THE APPLICABLE OPEN SOURCE TERMS SHALL APPLY. OPEN SOURCE TERMS MEANS 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. SUCH OPEN SOURCE SOFTWARE IS NOT SUBJECT TO THE TERMS OF THIS AGREEMENT TO THE EXTENT THE TERMS OF THIS AGREEMENT ARE IN CONFLICT WITH SUCH APPLICABLE OPEN SOURCE TERMS. EXCEPT FOR OPEN SOURCE SOFTWARE, YOU HAVE NO RIGHTS UNDER THIS AGREEMENT TO, AND MAY NOT UNDER ANY CIRCUMSTANCES USE THE SOFTWARE OR ANY PARTS THEREOF TO MAKE THEM SUBJECT TO ANY OPEN SOURCE TERMS. THESE ACTIONS INCLUDE BUT ARE NOT LIMITED TO COMBINING THE SOFTWARE BY MEANS OF INCORPORATION OR LINKING OR OTHERWISE;
(iii) THE LICENSED SOFTWARE OR ANY PARTS THEREOF MAY (I) REQUIRE LICENSES FROM THIRD PARTIES CLAIMING INTELLECTUAL PROPERTY RIGHTS COVERING USE OR IMPLEMENTATION OF THE LICENSED SOFTWARE 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 ARE RESPONSIBLE FOR OBTAINING ANY SUCH LICENSE WHICH MAY BE NEEDED, AND NO SUCH LICENSE IS PROVIDED BY ST OR ITS AFFILIATES TO YOU .SUCH THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE NOT SUBJECT TO THE TERMS OF THIS AGREEMENT TO THE EXTENT THE TERMS OF THIS AGREEMENT ARE IN CONFLICT WITH SUCH APPLICABLE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE IN THIS DELIVERY, YOU ACKNOWLEDGE THAT YOU HAVE READ THE VARIOUS LICENSE AGREEMENTS APPLICABLE TO EACH SOFTWARE IN THIS DELIVERY AND YOU AGREE TO BE BOUND BY THE TERMS OF THOSE LICENSES. IF YOU DO NOT AGREE WITH ANY CONDITION OF THOSE LICENSES, DO NOT INSTALL, DOWNLOAD, ACCESS OR USE THE SOFTWARE IN THIS DELIVERY.
By using this Licensed Software, You are agreeing to be bound by the terms and conditions of this Agreement. Do not use the Licensed Software until You have read and agreed to the following terms and conditions and with the other terms and conditions that may apply according with (ii) and (iii) here above. The use of the Licensed Software implies automatically the acceptance of the following terms and conditions.
Affiliates: means 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.
Compiled Code: means a machine-executable code in binary format.
IP Rights: means all patents, patent applications, including with respect to patents, any patent rights granted upon any reissue, division, continuation or continuation-in-part applications now or hereafter filed, utility models issued or pending, registered and unregistered design rights, copyrights (including the copyright on software in any code), semiconductor mask works, trade secrets, know-how, and other similar statutory intellectual property or industrial rights, as well as applications for any such rights.
Feedback: means any recommendations, suggestions, comments and corrections, including but not limited to code enhancement, code modifications or bug fixes, related to the Licensed Software and any elements and parts thereof.
Licensed Field: means all markets and applications worldwide, excluding: (i) life supporting devices or systems, (ii) automotive safety, nuclear, military and aerospace markets and applications, (iii) open-source applications in case the Licensed Software is not already contaminated by ST.
Licensed Software: means the enclosed SOFTWARE/FIRMWARE, EXAMPLES, PROJECT TEMPLATE and all the related documentation and design tools licensed and delivered in the form of object and/or source code as the case may be.
Product: means Your and Your end-users’ product or system, and all the related documentation, that includes or incorporates the Licensed Software in Compiled Code and the ST Device and provided further that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on ST Device.
ST Device: means the combination of: a) one ST microcontroller and b) one ST integrated circuit chosen by You provided that a) and b) are manufactured and sold by or for ST.
STMicroelectronics International NV a Dutch company with headquarter at 39, Chemin du Champ des filles, 1228 Plan-les- Oates Geneva (“ST”) grants to You under IP Rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by ST) non sub-licensable, revocable, royalty-free limited license to use the Licensed Software to:
(i) make copies, prepare derivative works of the source code version of the Licensed Software for the sole and exclusive purpose of developing versions of such Licensed Software only for use within the Product exclusively in Compiled Code;
(ii) make copies, prepare derivative works of the object code versions of the Licensed Software for the sole purpose of designing, developing and manufacturing the Products;
(iii) make copies, prepare derivative works of the documentation part of the Licensed Software (including non-confidential comments from source code files if applicable), for the sole purpose of providing documentation for the Product and its usage;
(iv) make, have made, use, sell, offer to sell, import and export or otherwise distribute Products also through multiple tiers.
Title to the Licensed Software, related documentation and all copies thereof remain with ST and/or its licensors. You may not remove the copyrights notices from the Licensed Software and to any copies of the Licensed Software. You agree to prevent any unauthorized copying of the Licensed Software and related documentation. You grants to ST and its Affiliates a nonexclusive, worldwide, perpetual, irrevocable, royalty free, fully paid up, sub-licensable and transferable license to use, copy, modify and distribute any Feedback You may have.
You agree that no press releases or announcements or any marketing, advertising or other promotional materials related to this Agreement or referencing or implying ST or its trade names, trademarks, or service marks can be released without ST prior written approval.
Unless otherwise explicitly stated in this Agreement, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for commercial purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with (i) product that does not include ST Device and/or (ii) with device, having similar functionalities to ST Devices, manufactured by or for an entity other than ST, is a material breach of this Agreement and requires a separate license from ST. No source code relating to and/or based upon Licensed Software is to be made available or sub-licensed by You unless expressly permitted under the Section “License”. You acknowledge and agree that the protection of the source code of the Licensed Software warrants the imposition of reasonable security precautions. In the event ST demonstrates to You a reasonable belief that the source code of the Licensed Software has been used or distributed in violation of this Agreement, ST may, by written notification, request certification as to whether such unauthorized use or distribution has occurred. You shall cooperate and assist ST in its determination of whether there has been unauthorized use or distribution of the source code of the Licensed Software and will take appropriate steps to remedy any unauthorized use or distribution.
TO THE EXTENT PERMITTED BY THE LAWS, THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND EXPRESSED OR IMPLIED AND ST AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO , WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTIES INTELLECTUAL PROPERTY RIGHTS.
IN PARTICULAR: A) ST DOES NOT WARRANT THAT THE USE IN WHOLE OR IN PART OF THE LICENSED SOFTWARE WILL BE INTERRUPTED OR ERROR FREE, WILL MEET YOUR REQUIREMENTS, OR WILL OPERATE WITH THE COMBINATION OF HARDWARE AND SOFTWARE SELECTED BY YOU. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED SOFTWARE WILL BE SUITABLE FOR YOUR INTENDED USE OR APPLICATION OR WILL ACHIEVE YOUR INTENDED RESULTS. ST WILL NOT BE LIABLE TO YOU AND/OR TO ANY THIRD PARTY FOR THE DERIVATIVE WORKS OF THE LICENSED SOFTWARE DEVELOPED BY YOU. ST HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY FOR THE LICENSED SOFTWARE, AND ANY TECHNICAL, APPLICATIONS OR DESIGN INFORMATION OR ADVICE, QUALITY CHARACTERIZATION, RELIABILITY DATA OR OTHER SERVICES PROVIDED BY ST SHALL NOT CONSTITUTE ANY REPRESENTATION OR WARRANTY BY ST OR ALTER THIS DISCLAIMER OR WARRANTY, AND IN NO ADDITIONAL OBLIGATIONS OR LIABILITIES SHALL ARISE FROM ST’S PROVIDING SUCH INFORMATION OR SERVICES. ST DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS LICENSED SOFTWARE.
B) NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS:
(i) A WARRANTY OR REPRESENTATION BY ST TO MAINTAIN PRODUCTION OF ANY ST DEVICE OR OTHER HARDWARE OR SOFTWARE WITH WHICH THE LICENSED SOFTWARE MAY BE USED OR TO OTHERWISE MAINTAIN OR SUPPORT THE LICENSED SOFTWARE IN ANY MANNER; AND
(ii) A COMMITMENT FROM ST AND/OR ITS LICENSORS TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF ANY OF THE RIGHTS LICENSED HEREBY, OR CONFERRING ANY RIGHTS TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT. HOWEVER, ST HAS THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON RECEIVING NOTICE OF ANY CLAIM, SUIT OR PROCEEDING THAT ALLEGES THAT THE LICENSED SOFTWARE OR YOUR USE OR DISTRIBUTION OF THE LICENSED SOFTWARE INFRINGES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
TO THE EXTENT PERMITTED BY THE LAW IN NO EVENT ST , ITS AFFILIATES, ITS LICENSORS AND SUBCONTRACTORS INCLUDING THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM (“ST PARTIES”) SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY THAT YOU MAY BIND TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE DAMAGES OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO, THE COST OF LABOUR, RE-QUALIFICATION, DELAY, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR THE LIKE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, RELATING TO OR IN CONNECTION WITH THE LICENSED SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, EVEN IF ST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ST’S LIABILITY TO YOU OR ANY THIRD PARTY THAT YOU MAY BIND TO THIS AGREEMENT, UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO CLAIMS ARISING FROM OR IN CONNECTION WITH THE LICENSED SOFTWARE AND/OR ANY PART THEREOF AND THE USE OF THEM) FOR ANY CAUSE OF ACTION EXCEED IN THE AGGREGATE 100 US$. THIS SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
YOU AGREE TO INDEMNIFY ST PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE ST PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.
This Agreement shall be effective as of the moment in which You accept this terms and conditions and shall terminate 10 (ten) years thereafter. ST may terminate this Agreement: a) at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days upon occurrence of such breach b) upon 60 days prior notice to You. Upon termination, You will immediately destroy or return all copies of the Licensed Software and related documentation to ST. After termination, You will be entitled to use the Licensed Software used into Products that include ST Device manufactured by or for ST, purchased by You before the date of the termination.
You agree not to use the Licensed Software in violation of any applicable law, statute, ordinance or other regulation or any obligation and to procure any information that may be needed for such a purpose. You agree to comply with all applicable laws and regulations affecting the use of the Licensed Software. Specifically but without limiting the generality of the foregoing, You acknowledges that the Licensed Software and/or some of its possible usage could be subject to export controls restrictions and/or personal data law protection and You agree to enquire about any such possible export controls restrictions or data protection restriction law and regulation with the competent authorities, comply with any applicable export control and personal data protection law or regulation including but not limited to the European export and personal data regulations and US similar regulations, and to obtain any necessary export license, authorizations or other documentations prior to the exportation or reexportation of the Licensed Software and/or prior to apply the usage concerned. You shall promptly procure and shall deliver to ST any declaration and/or certificate that ST may reasonably require in order to be compliant with any export control law and regulation. It is also understood that ST is entitled to refuse the delivery of the Licensed Software in case ST should reasonably suspect that such delivery or the usage by You is in breach of any applicable export control law and regulation or any other applicable law.
This Agreement shall be construed, governed and enforced in accordance with the law of Switzerland without regards to its conflict of law provisions. For sake of clarity the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) shall not apply.
Any dispute arising out of or in connection with this Agreement shall be exclusively settled by the Courts of Geneva, Switzerland.. Notwithstanding the aforesaid, nothing in this Agreement shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
If any provision of this agreement or any part thereof is or becomes, at any time or for any reason, unenforceable or invalid, no the remaining part of any other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions or parts thereof had not been inserted in this Agreement.
The terms and conditions contained herein constitute the entire agreement between You and ST and shall supersede all previous communications either oral or written, between You and ST with respect to the subject matter hereof. No oral explanation or oral information by You, ST and its Affiliates hereto shall alter the meaning or interpretation of this Agreement. This Agreement may not be modified or any right of You or ST waived, except by means of an amendment which expressly references this Agreement and is duly executed by duly authorised representatives of You, ST and its Affiliates.
The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of ST (which shall not be unreasonably withheld). In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto. Notwithstanding the foregoing, ST may assign this Agreement as well as its rights and obligations in whole or in part to any of its Affiliates as well as to any person or entity, in connection with any transfer of any ST business or part of business to which this Agreement pertains, by merger, consolidation, reorganization or otherwise.
Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 22-Feb-2018 | 1 | Initial release |
This Production Limited License Agreement ("PLLA") 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 PLLA as "You" or “Licensee”) and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this PLLA 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 PLLA shall mean the software made available by ST and/or its Affiliates upon agreeing to this PLLA, including any associated Documentation (collectively the “Licensed Materials”). Documentation shall mean and 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 made available under this PLLA. The Licensed Materials include any software updates, 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 PLLA. 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 PLLA. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS PLLA, DO NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
Subject to the terms and conditions of this PLLA and applicable Open Source Terms (as defined hereafter) and during the term of this PLLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sub-license (except as expressly stipulated herein or authorized in writing by an authorized representative of ST):
(i) to use, reproduce and modify (to the extent delivered to You in source code) the Licensed Materials for the sole purpose of and to the extent necessary to create a software or hardware application (“Licensee Product”) embedding the Licensed Materials, provided always that the Licensed Materials execute solely and exclusively on, or in conjunction with an integrated circuit manufactured by or for ST or its Affiliates (“ST Product”);
(ii) to distribute the Licensed Materials to third parties in the same code form only as delivered to You by ST and only as embedded in the Licensee Product (and not as a standalone product) provided always that the Licensed Materials execute solely and exclusively on, or in conjunction with ST Product and grant such third parties sublicenses of the rights granted to You in subsections 1 (i) and (ii). You will enter into an agreement with such third parties which limit use of the Licensed Materials to no more than is allowed for under this PLLA. Upon request, You shall provide ST with requested contact information of third parties to whom you distributed the Licensed Materials and confirm in writing that such agreements with such third parties are in place.
(iii) to use the 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, but only for the purpose of 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 Documentation and modifications and/or derivative works only with Licensee Product.
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. 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. 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 specifically designed for use in safety critical applications such as life supporting devices or systems, and nuclear, automotive or aerospace applications or environments. ST and its Affiliates expressly disclaim any responsibility for such usage which shall be made by You at your sole risk, even if ST and its Affiliates have been informed You in writing of such usage. You acknowledge and agree to be solely responsible for regulatory and safety related requirements concerning Licensee Products 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.
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 all or 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 Products; (vi) remove or circumvent any protection or other restrictive technology mechanism of the Licensed Materials or ST Products; (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 PLLA.
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 thirdparty residing in the Licensed Materials or 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, a corporate name of ST and/or its 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.
ST and its Affiliates have no obligation to provide You with maintenance, support or updates for the Licensed Materials. Nothing in this PLLA will be construed as: (i) a warranty or representation by ST and its Affiliates to maintain production of any ST software or ST Product with which the Licensed Materials may be used in any manner; and (ii) a commitment from ST and its Affiliates to bring or prosecute actions against third-parties for infringement.
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 purpose of this PLLA and provided that You shall ensure that such individuals shall comply with the provisions of this PLLA, 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 PLLA.
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 rights, titles, and interests in and to the Licensed Materials are owned or licensed by ST, its Affiliates and suppliers. 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.
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 purpose of this PLLA and shall protect the confidentiality of the Confidential Information provided by ST and its Affiliates under this PLLA 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, third party contractor or customer having access to the Licensed Materials and/or the Confidential Information to comply with the provisions in this PLLA. 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 the Confidential Information, the onus of proof of independence being on the Licensee.
These confidentiality obligations shall survive any termination or expiration of the PLLA for whatever cause.
YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS THEREOF ARE PROVIDED “AS IS”. ST AND ITS AFFILIATE 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 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 AND ITS AFFILIATES DISCLAIM ANY LIABILITY IN CASE ANY SUCH USE AND DISTRIBUTION INFRINGE 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 AND THAT NO WARRANTIES ARE MADE BY ST AND ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
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 PLLA to the extent the terms of this PLLA are in conflict with such applicable Open Source Terms.
Except for Open Source Software, You have no rights under this PLLA 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 PLLA, “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 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.
You agree not to use the Licensed Materials in violation of any applicable law, statute, ordinance or other regulation or any obligation by which You are bound. You agree to comply with all applicable laws and regulations affecting 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 any applicable export control law or regulation including but not limited to 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 are responsible for obtaining any such license which may be needed, and no such license is provided by ST or its Affiliates.
You shall be responsible for the due and proper compliance with the terms and conditions of this PLLA by your customers and shall be liable to ST for any and all damages incurred by ST, its Affiliates and its suppliers and licensors in connection with any such customers’ non-compliance therewith.
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 – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH THIS PLLA. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY UNDER THIS PLLA SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
This PLLA shall be valid from acceptance by You of this PLLA 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 PLLA at any time by destroying all Licensed Materials, Documentation and other Confidential Information or by returning those to ST. ST may terminate this PLLA at any time if (i) You fail to comply with the terms and conditions of this PLLA, 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 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 of this PLLA. However the right to use the Licensed Materials incorporated in a Licensee Product as per Article 1 will survive with respect to Licensee Products sold, licensed or distributed before the termination of this PLLA.
If a court or agency of competent jurisdiction holds any term of this PLLA invalid, illegal, or unenforceable for any reason, the remainder of this PLLA 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 PLLA.
The failure by ST to enforce any provisions of this PLLA 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 PLLA. 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 and nothing in this PLLA shall be construed as making You an employee, agent or legal representative of ST.
This PLLA contains the entire and sole agreement between You and ST on the subject matter of this PLLA, 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 PLLA.
Any amendment to this PLLA shall be agreed in writing and duly signed by You and ST or signed solely by You on the format proposed by ST and shall make reference to this PLLA.
This PLLA 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 PLLA shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this PLLA shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 28-Feb-2018 | 1 | Initial release. |
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Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 06-Apr-2018 | 1 | Initial release. |
| 26-May-2020 | 2 | Added the STSW-BNRG2N-V21C |
| 29-Oct-2020 | 3 | Added the STSW-STUSB012 |
| 19-Jan-2022 | 4 | Updated the versions of this document |
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Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 04-Feb-2019 | 1 | Initial release. |
| 11-Feb-2019 | 2 | Fixed XML filename extension. |
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Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 12-Oct-2020 | 1 | Initial release. |
| 07-Dec-2020 | 2 | Updated title. Removed article 6. |
BY INSTALLING COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION) FROM STMICROELECTRONICS INTERNATIONAL N.V, SWISS BRANCH AND/OR ITS AFFILIATED COMPANIES (STMICROELECTRONICS), THE RECIPIENT, ON BEHALF OF HIMSELF OR HERSELF, OR ON BEHALF OF ANY ENTITY BY WHICH SUCH RECIPIENT IS EMPLOYED AND/OR ENGAGED AGREES TO BE BOUND BY THIS SOFTWARE PACKAGE LICENSE AGREEMENT.
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Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 18-Nov-2020 | 1 | Initial release. |
| 26-Nov-2020 | 2 | Minor text changes. |
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Redistribution of source code (modified or not) must retain any copyright notice accompanying the SOFTWARE PACKAGE, this list of conditions and the disclaimer below.
Redistributions in binary form, except as embedded into a device manufactured by or for STMicroelectronics or a software update for any such device, must reproduce the accompanying copyright notice, this list of conditions and the below disclaimer in capital type, in the DOCUMENTATION and/or other materials provided with the distribution.
Neither the name of STMicroelectronics nor the names of other contributors to the SOFTWARE PACKAGE may be used to endorse or promote products derived from the SOFTWARE PACKAGE or part thereof without specific written permission of STMicroelectronics.
The SOFTWARE PACKAGE or any part thereof, including modifications and/or derivative works of the SOFTWARE PACKAGE, must be used and execute solely and exclusively on or in combination with a device or a processing unit device manufactured by or for ST, including without limitation processing units which are part of a sensor and/or microcontrollers and/or microprocessors manufactured by or for STMicroelectronics.
No use, reproduction or redistribution of the SOFTWARE PACKAGE partially or totally may be done in any manner that would subject the SOFTWARE PACKAGE to any Open Source Terms (as defined below).
Some portion of the SOFTWARE PACKAGE may contain software subject to Open Source Terms (as defined below) applicable for each such portion (“Open Source Software”), as further specified in the SOFTWARE PACKAGE. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of this AGREEMENT. “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 otherwise made available, or open source license that substantially 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.
The SOFTWARE PACKAGE may also include third party software as expressly specified in the SOFTWARE PACKAGE subject to specific license terms from such third parties. Such third party software is supplied under such specific license terms and is not subject to the terms and conditions of this AGREEMENT. By installing copying, downloading, accessing or otherwise using the SOFTWARE PACKAGE, the RECIPIENT agrees to be bound by such license terms with regard to such third party software.
STMicroelectronics has no obligation to provide any maintenance, support or updates for the SOFTWARE PACKAGE.
The SOFTWARE PACKAGE is and will remain the exclusive property of STMicroelectronics and its licensors. The RECIPIENT will not take any action that jeopardizes STMicroelectronics and its licensors' proprietary rights or acquire any rights in the SOFTWARE PACKAGE, except the limited rights specified hereunder.
The RECIPIENT shall comply with all applicable laws and regulations affecting the use of the SOFTWARE PACKAGE or any
part thereof including any applicable export control law or regulation.
(i) With respect to any SOFTWARE PACKAGE supplied from STMICROELCTRONICS under this AGREEMENT, the
RECIPIENT hereby undertakes not to sell, supply, transfer or export, directly or indirectly (including through agents,
representatives, or distributors), any SOFTWARE PACKAGE to any third party in the Russian Federation, Belarus or any
other sanctioned or restricted countries and/or for intended final use in the Russian Federation, Belarus or any other
sanctioned or restricted countries.
(ii) The RECIPIENT shall ensure that a substantially similar provision is included in all its contracts with third parties
concerning the SOFTWARE PACKAGE.
(iii) In addition, it is the RECIPIENT’s obligation to conduct the necessary due diligence to ensure screening of RECIPIENT’s
end customers and ultimate customers against all applicable restricted or sanctioned party lists, including the applicable EU
restricted party lists, the BIS Entity List and the BIS Military End User/Use List.
(iv) The RECIPIENT shall keep complete and accurate records pertaining to the redistribution of SOFTWARE PACKAGE
and shall make any such records available for audit by STMICROELECTRONICS or its auditors at any time upon the
request of STMICROELECTRONICS, so as to enable STMICROELECTRONICS to check compliance by the RECIPIENT
with above sections (i), (ii) and (iii) STMICROELECTRONICS reserves the right to request and review evidence of due
diligence and compliance with the above requirements, including the screening of RECIPIENT’s customers.
(v) In case of breach of any of the RECIPIENT commitments under sections (i), (ii), (iii) and/or (iv),
STMICROELECTRONICS shall be entitled to immediately terminate this AGREEMENT upon giving written notice to the
RECIPIENT with no prejudice to STMICROELECTRONICS’s right to be fully indemnified by RECIPIENT from any liability,
losses, damages or costs of any sort incurred or suffered by STMICROELECTRONICS as a result of any such breach.
RECIPIENT also understands that STMICROELECTRONICS is legally obligated to report any such breach to the applicable
authorities and consents to such disclosure.
Redistribution and use of the SOFTWARE PACKAGE partially or any part thereof other than as permitted under this AGREEMENT is void and will automatically terminate RECIPIENT’s rights under this AGREEMENT.
THE SOFTWARE PACKAGE IS PROVIDED BY STMICROELECTRONICS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL STMICROELECTRONICS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE PACKAGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT AS EXPRESSLY PERMITTED HEREUNDER AND SUBJECT TO THE APPLICABLE LICENSING TERMS FOR ANY THIRD-PARTY SOFTWARE INCORPORATED IN THE SOFTWARE PACKAGE AND OPEN SOURCE TERMS AS APPLICABLE, NO LICENSE OR OTHER RIGHTS, WHETHER EXPRESS OR IMPLIED, ARE GRANTED UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF STMICROELECTRONICS OR ANY THIRD PARTY.
----------------------------------------
THIS AGREEMENT DOES NOT PROHIBIT THE RECIPIENT FROM USING THE SOFTWARE PACKAGE (MODIFIED OR
UNMODIFIED) IN THE DESIGN OF, MANUFACTURE OF, OR USE IN ANY AUTOMOTIVE DEVICE, SYSTEM, APPLICATION,
OR ENVIRONMENT (“AUTOMOTIVE USE”), AND THE RECIPIENT ACKNOWLEDGES AND THE PARTIES AGREE THAT (I)
THE SOFTWARE PACKAGE, AS PROVIDED BY STMICROELECTRONICS, HAVE NOT BEEN EVALUATED, QUALIFIED, OR
OTHERWISE VALIDATED FOR ANY AUTOMOTIVE USE, (II) STMICROELECTRONICS PROVIDES NO REPRESENTATION
OR WARRANTY THAT THE SOFTWARE PACKAGE ARE CAPABLE OF BEING SUCCESSFULLY USED OR
SUCCESSFULLY QUALIFIED FOR ANY AUTOMOTIVE USE, (III) THE RECIPIENT SHALL TAKE SOLE RESPONSIBILITY
FOR ANY AUTOMOTIVE USE, (IV) THE RECIPIENT REPRESENTS, WARRANTS, AND AGREES THAT THE RECIPIENT
WILL NOT USE THE SOFTWARE PACKAGE IN ANY AUTOMOTIVE USE WITHOUT FIRST PERFORMING APPROPRIATE
EVALUATION, QUALIFICATION, OR OTHER VALIDATION TO SATISFY ALL LAWS, REGULATIONS, SAFETY, AND OTHER
REQUIREMENTS, AND (V) IF THE RECIPIENT USES THE SOFTWARE PACKAGE IN ANY AUTOMOTIVE USE, THE
RECIPIENT SHALL FULLY INDEMNIFY STMICROELECTRONICS FOR ANY LOSSES, DAMAGES, COSTS (INCLUDING
LEGAL FEES) AND EXPENSES INCURRED BY OR FINALLY AWARDED (I.E., NOT APPEALABLE) AGAINST
STMICROELECTRONICS AS A RESULT OF OR IN CONNECTION WITH ANY SUCH AUTOMOTIVE USE. THIS
PARAGRAPH SETS FORTH ESSENTIAL CONDITIONS OF RECIPIENT’S DECISION TO ENTER INTO THIS AGREEMENT,
WITHOUT WHICH RECIPIENTWOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 19-Jun-2024 | 1 | Initial release. |
This is a legally enforceable contract (Agreement) between STMicroelectronics International N.V., Swiss branch and/or its affiliated companies (STMicroelectronics or ST) and you, on behalf of yourself, or on behalf of the entity by which you are employed and/or engaged (You).
Please indicate Your acceptance of this contract by selecting “I ACCEPT” or indicate Your rejection of this contract by selecting “I DO NOT ACCEPT” as indicated below in the media,
AND/OR
BY INSTALLING COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS LICENSED SOFTWARE (INCLUDING WITHOUT LIMITATION ANY DOCUMENTATION AND OTHER PARTS THEREOF) YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT.
Licensed Software: means the software/firmware, examples, project template and all the related documentation and design tools licensed and delivered in the form of object and/or source code as the case may be.
Your Product: means Your and Your end-users’ product or system, and all the related documentation, that includes or works in combination with an executable version of the Licensed Software or derivative of the Licensed Software as permitted in this Agreement and provided further that such Licensed Software or derivative of the Licensed Software as permitted in this Agreement executes solely and exclusively on microcontroller devices manufactured by or for ST.
STMicroelectronics grants You a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by ST) non sub-licensable, revocable, royalty-free limited license of the Licensed Software to:
(i) use, make copies and prepare derivative works of Licensed Software that is delivered by ST in source code format for the sole purpose of designing, developing and manufacturing Your Products;
(ii) use, make copies and prepare derivative works (without reverse engineering) of the Licensed Software that is delivered by ST in object code format for the sole purpose of designing, developing and manufacturing Your Products;
(iii) make copies and prepare derivative works of the documentation part of the Licensed Software for the sole purpose of providing documentation for Your Products and their usage;
(iv) make, have made, import, export and otherwise distribute the Licensed Software or derivative of the Licensed Software as permitted in this Agreement solely in object code format, as incorporated in Your Products, or for execution on Your Products, provided such distribution is subject to license terms as protective of the Licensed Software and ST’s rights in the Licensed Software as this Agreement (including without limitation a warranty disclaimer and a limitation of liability as protective of ST as those contained in this Agreement).
Title to the Licensed Software, related documentation and all copies thereof remain with ST and/or its licensors. You may not remove any copyright notice, warranty disclaimer, or other proprietary notice from the Licensed Software or from any permitted copies of the Licensed Software. You shall prevent any unauthorized copying of the Licensed Software, including without limitation any documentation parts.
Unless otherwise explicitly stated in this Agreement, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for commercial purposes, in whole or in part.
You acknowledge and agree that any use, adaptation translation or transcription of the Licensed Software or any portion or derivative thereof, for use with processors manufactured by or for any entity other than ST is a material breach of this Agreement.
You shall not decompile the object code of the Licensed Software or otherwise reverse engineer the Licensed Software. You shall not use the Licensed Software as a basis to create similar or competing software or products.
You shall comply with all applicable laws and regulations affecting the use of the Licensed Software including any applicable export control law or regulation.
Neither the name nor any trademark of STMicroelectronics nor other contributors to the Licensed Software may be used to endorse or promote software or products derived from the Licensed Software (including any part thereof) without specific written permission.
No use, reproduction or redistribution of this Licensed Software partially or totally may be done in any manner that would subject this Licensed Software to any Open Source Terms (as defined below).
The Licensed Software may contain software subject to Open Source Terms (as defined below) applicable for each such portion (Open Source Software), as further specified in the Licensed Software. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. By installing copying, downloading, accessing or otherwise using the Licensed Software, You agree to be bound by such Open Source Terms with regard to such Open Source Software. Open Source Terms: mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith or otherwise made available, or open source license that substantially 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.
Certain portions of the Licensed Software may be subject to third party license terms as expressly specified in the Licensed Software. In such event, those portions are supplied under the specified third party license terms and are not subject to the license terms of this Agreement. By installing copying, downloading, accessing or otherwise using the Licensed Software, You agree to be bound by such third party license terms with regard to those portions.
No rights or licenses are granted to You, except as expressly stated in this Agreement. Without limiting the generality of the foregoing, no rights or licenses are granted in any products, technology or intellectual property rights of ST except those embodied in the Licensed Software.
The Licensed Software is provided “as is” and “with all faults” without warranty of any kind expressed or implied. ST and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose and non- infringement of intellectual property rights. ST does not warrant that the use in whole or in part of the Licensed Software will be interrupted or error free, will meet Your requirements, or will operate with the combination of hardware and software selected by You.
You are responsible for determining whether the Licensed Software will be suitable for your intended use or application or will achieve your intended results. ST will not be liable to You and/or to any third party for the derivative works of the Licensed Software developed by You.
ST has not authorised anyone to make any representation or warranty for the Licensed Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by ST shall not constitute any representation or warranty by ST or alter this disclaimer or warranty, and no additional obligations or liabilities beyond those explicitly stated in this Agreement shall arise from ST’s providing such information or services. ST does not assume or authorize any other person to assume for it any other liability in connection with the Licensed Software.
Nothing contained in this Agreement will be construed as:
(i) a warranty or representation by ST to maintain production of any ST device or other hardware or software with which the Licensed Software may be used or to otherwise maintain or support the Licensed Software in any manner; or
(ii) a commitment from ST and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement. However, ST has the right to terminate this Agreement immediately upon receiving notice of any claim, suit or proceeding that alleges that the Licensed Software or Your use or distribution of the Licensed Software infringes any third party intellectual property rights.
All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.
In no event shall ST or its licensors be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Licensed Software, the documentation or this Agreement, even if ST has been advised of the possibility of such damages.
In no event shall ST’s liability to You or any third party under this Agreement, including any claim with respect of any third party intellectual property rights, for any cause of action exceed 100 US$. This section does not apply to the extent prohibited by law. For the purposes of this section, any liability of ST shall be treated in the aggregate.
ST may terminate this Agreement, including its licenses, at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days after receiving notification from ST of such breach. Upon termination, You will immediately destroy or return all copies of the Licensed Software (including without limitation any documentation) to ST. After termination, Your sole surviving right will be to continue to use the Licensed Software solely to the extent that it was already incorporated before Your material breach of this Agreement into Your Products, which were sold by You before the date of Your material breach.
This Agreement and matters connected with the validity, interpretation or performance thereof shall be governed, construed, interpreted, and applied in all respects by the law in place in Switzerland, without resort to conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to their relationship.
Dispute Resolution. The Parties consent to exclusive jurisdiction in the court of Canton of Geneva, Switzerland for purposes of any litigation arising from this Agreement. For the avoidance of doubt, nothing in this section shall prevent either Party seeking interim injunctive relief from a court or tribunal of appropriate jurisdiction.
If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.
The failure or delay of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of ST. In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto.
Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 05-Feb-2016 | 1 | Initial release. |
| 06-Jul-2020 | 2 | Change of license terms. |
Please indicate your acceptance or NON-acceptance by selecting “I ACCEPT” or “I DO NOT ACCEPT” as indicated below in the media.
BY INSTALLING COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION) FROM STMICROELECTRONICS INTERNATIONAL N.V, SWISS BRANCH AND/OR ITS AFFILIATED COMPANIES (STMICROELECTRONICS), THE RECIPIENT, ON BEHALF OF HIMSELF OR HERSELF, OR ON BEHALF OF ANY ENTITY BY WHICH SUCH RECIPIENT IS EMPLOYED AND/OR ENGAGED AGREES TO BE BOUND BY THIS SOFTWARE PACKAGE LICENSE AGREEMENT.
Under STMicroelectronics’ intellectual property rights and subject to applicable licensing terms for any third-party software incorporated in this software package and applicable Open Source Terms (as defined here below), the redistribution, reproduction and use in source and binary forms of the software package or any part thereof, with or without modification, are permitted provided that the following conditions are met:
1. Redistribution of source code (modified or not) must retain any copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form, except as embedded into microcontroller or microprocessor device manufactured by or for STMicroelectronics or a software update for such device, must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3. Neither the name of STMicroelectronics nor the names of other contributors to this software package may be used to endorse or promote products derived from this software package or part thereof without specific written permission.
4. This software package or any part thereof, including modifications and/or derivative works of this software package, must be used and execute solely and exclusively on or in combination with a microcontroller or a microprocessor devices manufactured by or for STMicroelectronics.
5. No use, reproduction or redistribution of this software package partially or totally may be done in any manner that would subject this software package to any Open Source Terms (as defined below).
6. Some portion of the software package may contain software subject to Open Source Terms (as defined below) applicable for each such portion (“Open Source Software”), as further specified in the software package. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. “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 otherwise made available, or open source license that substantially 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.
7. This software package may also include third party software as expressly specified in the software package subject to specific license terms from such third parties. Such third party software is supplied under such specific license terms and is not subject to the terms and conditions of license hereunder. By installing copying, downloading, accessing or otherwise using this software package, the recipient agrees to be bound by such license terms with regard to such third party software.
8. STMicroelectronics has no obligation to provide any maintenance, support or updates for the software package.
9. The software package is and will remain the exclusive property of STMicroelectronics and its licensors. The recipient will not take any action that jeopardizes STMicroelectronics and its licensors' proprietary rights or acquire any rights in the software package, except the limited rights specified hereunder.
10. The recipient shall comply with all applicable laws and regulations affecting the use of the software package or any part thereof including any applicable export control law or regulation.
11. Redistribution and use of this software package partially or any part thereof other than as permitted under this license is void and will automatically terminate your rights under this license.
THIS SOFTWARE PACKAGE IS PROVIDED BY STMICROELECTRONICS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL STMICROELECTRONICS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE PACKAGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT AS EXPRESSLY PERMITTED HEREUNDER AND SUBJECT TO THE APPLICABLE LICENSING TERMS FOR ANY THIRD-PARTY SOFTWARE INCORPORATED IN THE SOFTWARE PACKAGE AND OPEN SOURCE TERMS AS APPLICABLE, NO LICENSE OR OTHER RIGHTS, WHETHER EXPRESS OR IMPLIED, ARE GRANTED UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF STMICROELECTRONICS OR ANY THIRD PARTY.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 24-Aug-2015 | 1 | Initial release. |
| 25-Feb-2016 | 2 | Addition of main heading "LICENSE AGREEMENT". Minor formatting changes. |
| 20-Oct-2017 | 3 | General change. |
| 07-Mar-2018 | 4 | Alignment of document format with the new standard. No change in the license content. |
This Production Limited License Agreement ("PLLA") 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 PLLA as "You" or “Licensee”) and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this PLLA 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 PLLA shall mean the software made available by ST and/or its Affiliates upon agreeing to this PLLA, including any associated Documentation (collectively the “Licensed Materials”). Documentation shall mean and 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 made available under this PLLA. The Licensed Materials include any software updates, 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 PLLA. 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 PLLA. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS PLLA, DO NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
Subject to the terms and conditions of this PLLA and applicable Open Source Terms (as defined hereafter) and during the term of this PLLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sub-license (except as expressly stipulated herein or authorized in writing by an authorized representative of ST):
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. 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. 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 specifically designed for use in safety critical applications such as lifesupporting devices or systems, and nuclear, automotive or aerospace applications or environments. ST and its Affiliates expressly disclaim any responsibility for such usage which shall be made by You at your sole risk, even if ST and its Affiliates have been informed You in writing of such usage. You acknowledge and agree to be solely responsible for regulatory and safety related requirements concerning Licensee Products 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.
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 all or 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 Products; (vi) remove or circumvent any protection or other restrictive technology mechanism of the Licensed Materials or ST Products; (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 PLLA.
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 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, a corporate name of ST and/or its 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.
ST and its Affiliates have no obligation to provide You with maintenance, support or updates for the Licensed Materials. Nothing in this PLLA will be construed as: (i) a warranty or representation by ST and its Affiliates to maintain production of any ST software or ST Product with which the Licensed Materials may be used in any manner; and (ii) a commitment from ST and its Affiliates to bring or prosecute actions against third-parties for infringement.
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 purpose of this PLLA and provided that You shall ensure that such individuals shall comply with the provisions of this PLLA, 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 PLLA.
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 rights, titles, and interests in and to the Licensed Materials are owned or licensed by ST, its Affiliates and suppliers. 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.
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 purpose of this PLLA and shall protect the confidentiality of the Confidential Information provided by ST and its Affiliates under this PLLA 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, third party contractor or customer having access to the Licensed Materials and/or the Confidential Information to comply with the provisions in this PLLA. 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 the Confidential Information, the onus of proof of independence being on the Licensee.
These confidentiality obligations shall survive any termination or expiration of the PLLA for whatever cause.
YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS THEREOF ARE PROVIDED “AS IS”. ST AND ITS AFFILIATE 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 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 AND ITS AFFILIATES DISCLAIM ANY LIABILITY IN CASE ANY SUCH USE AND DISTRIBUTION INFRINGE 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 AND THAT NO WARRANTIES ARE MADE BY ST AND ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
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 PLLA to the extent the terms of this PLLA are in conflict with such applicable Open Source Terms.
Except for Open Source Software, You have no rights under this PLLA 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 PLLA, “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 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.
You agree not to use the Licensed Materials in violation of any applicable law, statute, ordinance or other regulation or any obligation by which You are bound. You agree to comply with all applicable laws and regulations affecting 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 any applicable export control law or regulation including but not limited to 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 are responsible for obtaining any such license which may be needed, and no such license is provided by ST or its Affiliates.
You shall be responsible for the due and proper compliance with the terms and conditions of this PLLA by your customers and shall be liable to ST for any and all damages incurred by ST, its Affiliates and its suppliers and licensors in connection with any such customers’ non-compliance therewith.
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 – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH THIS PLLA. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY UNDER THIS PLLA SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
This PLLA shall be valid from acceptance by You of this PLLA 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 PLLA at any time by destroying all Licensed Materials, Documentation and other Confidential Information or by returning those to ST. ST may terminate this PLLA at any time if (i) You fail to comply with the terms and conditions of this PLLA, 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 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 of this PLLA. However the right to use the Licensed Materials incorporated in a Licensee Product as per Article 1 will survive with respect
If a court or agency of competent jurisdiction holds any term of this PLLA invalid, illegal, or unenforceable for any reason, the remainder of this PLLA 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 PLLA.
The failure by ST to enforce any provisions of this PLLA 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 PLLA. 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 and nothing in this PLLA shall be construed as making You an employee, agent or legal representative of ST.
This PLLA contains the entire and sole agreement between You and ST on the subject matter of this PLLA, 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 PLLA.
Any amendment to this PLLA shall be agreed in writing and duly signed by You and ST or signed solely by You on the format proposed by ST and shall make reference to this PLLA.
This PLLA 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 PLLA shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this PLLA shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
Table 1: Document revision history
| Date | Version | Changes |
|---|---|---|
| 17-Mar-2016 | 1 | Initial release. |
This Limited License Agreement for ST Materials Evaluation (“LLA”) is a legally binding contract between you, on behalf of either yourself individually or the single entity by which you are employed (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”).
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 AND CONDITIONS OF THIS LLA. IF YOU DO NOT AGREE WITH ANY TERM OR CONDITION OF THIS LLA, DO NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
For purposes of this LLA:
“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.
“Licensed Materials” shall mean the software, hardware, media, information, Documentation, and/or other materials which accompany this LLA or are otherwise made available by ST and/or its Affiliates under this LLA, any supplements and updates of any of the foregoing, and any related items or information delivered or made available by ST after formation of this LLA if no separate agreement is entered into by ST and Licensee to govern such related items or information.
“Documentation” shall mean any comments, annotations, instructions, manuals, guides, and other written materials, whether in printed or electronic form, which accompany this LLA or are otherwise made available by ST and/or its Affiliates under this LLA.
The Licensed Materials contains various components that may be subject to different terms and conditions. The applicable terms and conditions are as follows:
(i) FOR LICENSED MATERIALS THAT CONSTITUTE OPEN SOURCE SOFTWARE: THE APPLICABLE OPEN SOURCE TERMS, WHICH ARE SET FORTH OR IDENTIFIED IN SOURCE CODE HEADER(S), TEXT FILE(S), OR OTHER DOCUMENTATION IN OR ACCOMPANYING THIS LLA OR THE LICENSED MATERIALS. “OPEN SOURCE TERMS” MEANS 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. SUCH OPEN SOURCE SOFTWARE IS NOT SUBJECT TO THE TERMS OF THIS LLA TO THE EXTENT THE TERMS OF THIS LLA ARE IN CONFLICT WITH THE OPEN SOURCE TERMS APPLICABLE TO SUCH OPEN SOURCE SOFTWARE. EXCEPT FOR OPEN SOURCE SOFTWARE, YOU HAVE NO RIGHTS UNDER THIS LLA TO, AND MAY NOT UNDER ANY CIRCUMSTANCES USE ANY LICENSED MATERIALS IN ANY MANNER THAT WOULD, MAKE SUCH LICENSED MATERIALS SUBJECT TO ANY OPEN SOURCE TERMS. THESE ACTIONS INCLUDE BUT ARE NOT LIMITED TO COMBINING OPEN SOURCE SOFTWARE WITH THE LICENSED MATERIALS BY MEANS OF INCORPORATION OR LINKING OR OTHERWISE;
YOU AGREE NOT TO INSTALL OR USE ANY LICENSED MATERIALS THAT CONSTITUTE OPEN SOURCE SOFTWARE. HOWEVER, THE PROHIBITION OF THE IMMEDIATELY PRECEDING SENTENCE SHALL NOT APPLY IF YOU READ AND COMPLY WITH THE OPEN SOURCE TERMS APPLICABLE TO THE OPEN SOURCE SOFTWARE.
(ii) FOR LICENSED MATERIALS THAT CONSTITUTE THIRD PARTY COMPONENTS: THE APPLICABLE THIRD PARTY LICENSE TERMS, WHICH ARE SET FORTH OR IDENTIFIED IN SOURCE CODE HEADER(S), TEXT FILE(S), OR OTHER DOCUMENTATION IN OR ACCOMPANYING THIS LLA OR THE LICENSED MATERIALS (COLLECTIVELY, “THIRD PARTY TERMS”). SUCH THIRD PARTY COMPONENTS ARE NOT SUBJECT TO THE TERMS OF THIS LLA TO THE EXTENT THE TERMS OF THIS LLA ARE IN CONFLICT WITH SUCH THIRD PARTY TERMS. LICENSEE ACKNOWLEDGES AND AGREES THAT THIS LLA DOES NOT CONVEY A LICENSE TO ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AND THAT LICENSEE IS RESPONSIBLE FOR ANY FEES OR ROYALTIES PAYABLE TO ANY THIRD PARTY BASED ON ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BASED ON ANY THIRD PARTY'S INTERESTS IN ANY THIRD PARTY COMPONENTS;
YOU AGREE NOT TO INSTALL OR USE ANY LICENSED MATERIALS THAT CONSTITUTE THIRD PARTY COMPONENTS. HOWEVER, THE PROHIBITION OF THE IMMEDIATELY PRECEDING SENTENCE SHALL BE SUSPENDED IF YOU READ AND COMPLY WITH THE THIRD PARTY TERMS APPLICABLE TO THE THIRD PARTY COMPONENTS, WHILE SUCH COMPLIANCE CONTINUES.
(iii) FOR ALL OTHER SOFTWARE: THE TERMS AND CONDITIONS OF THIS LLA, WHETHER OR NOT THEY ARE SET FORTH OR IDENTIFIED IN SOURCE CODE HEADER(S), TEXT FILE(S), OR OTHER DOCUMENTATION IN OR ACCOMPANYING THIS LLA OR THE LICENSED MATERIALS.
Subject to the terms and conditions of this LLA and any applicable Open Source Terms and Third Party Terms, ST hereby grants to You, during the term of this LLA, under intellectual property rights owned by ST, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sublicense, to use internally the Licensed Materials solely and exclusively on or in combination with microcontrollers and microprocessors manufactured by or for ST (collectively “ST Chipsets”) for the Limited License Purpose only. “Limited License Purpose” shall mean the sole purpose of performing evaluation, simulation, testing, development, and demonstration (but not distribution, sale, license, or other commercialization) of Licensee’s software/hardware applications solely with ST Chipsets.
To the extent the Licensed Materials are made available to You in source code and subject to the terms and conditions of this LLA and any applicable Open Source Terms and Third Party Terms, ST hereby grants to You, during the term of this LLA, under intellectual property rights owned by ST, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sublicense, to use, reproduce and modify (all internally) the source code form of the Licensed Materials and to compile internally such modified source code into new object code, for the Limited License Purpose only.
Subject to the terms and conditions of this LLA and any applicable Open Source Terms and Third Party Terms, ST hereby grants to You, during the term of this LLA, under intellectual property rights owned by ST, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sublicense, to use internally and make internally a reasonable number of copies of the Documentation provided by ST under this LLA, solely to support the Limited License Purpose.
You are authorized to have third party contractors exercise on Your behalf the license rights as set forth above, provided that (i) such contractors are obligated by written agreement with You to maintain the confidentiality of the Licensed Materials to at least the degree required of You under this LLA, (ii) You shall ensure such contractors comply with the terms of this LLA, (iii) You shall be liable for any breach by such contractors, and (iv) You shall indemnify and hold harmless ST and its Affiliates for any harm resulting from such contractor’s use of the Licensed Materials.
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, and You shall indemnify and hold harmless ST and its Affiliates for any harm resulting from Your use of the Licensed Materials or Your software/hardware applications in any manner not permitted under this LLA.
You acknowledge that 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 licenses 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 a third-party residing in the Licensed Materials or in any other confidential information furnished by ST and its Affiliates, 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 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.
Notwithstanding any other terms of this LLA, You further acknowledge that the Licensed Materials are not specifically designed for use in safety critical applications such as life supporting devices or systems and nuclear, automotive or aerospace applications or environments. ST, its Affiliates, and/or its licensors expressly disclaim any responsibility for such usage which 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 such usage. You acknowledge and agree that You shall be solely responsible for regulatory, safety and security related requirements concerning your own products and use of Licensed Materials in your products and related applications.
You shall limit access and use of the Licensed Materials to You and those individuals employed by You who have a need to access the Licensed Materials for the Limited License Purpose. You agree that, (i) such individuals shall be obligated by written agreement with You to maintain the confidentiality of the Licensed Materials to at least the degree required of You under this LLA, (ii) You shall ensure such individuals comply with the terms of this LLA, (iii) You shall be liable for any breach by such individuals, and (iv) You shall indemnify and hold harmless ST and its Affiliates for any harm resulting from such individual’s use of the Licensed Materials. 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.
ST and its Affiliates have no obligation to provide You with maintenance, technical support or updates for the Licensed Materials.
The Licensed Materials are and shall remain exclusively owned by ST, its Affiliates, and/or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Licensed Materials originate or are used. You shall not take any action that jeopardizes ST’s, its Affiliates’, and/or its licensors' ownership of the Licensed Materials. You shall not acquire any rights in the Licensed Materials, except the limited rights specified in Article 1.
You shall ensure that all notices, including but not limited to all copyright and trademark notices of ST, its Affiliates, and its licensors are reproduced in any copy of the whole or any part of the Licensed Materials. You shall not remove, modify or alter any such notice from any part of the Licensed Materials.
Confidential information shall include (i) all information provided by ST or its Affiliates in relation to the Licensed Materials which (a) is designated as “confidential”, “proprietary” or with a similar legend, and (b) is by its own nature of a type which would reasonably be considered confidential and (ii) the Licensed Material (“Confidential Information”). You may only use the Confidential Information for the Limited License Purpose and shall protect the confidentiality of the Confidential Information 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 by ST or its Affiliates due to a failure by You or Your employees 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 burden of proof of independence being on the Licensee.
These confidentiality obligations shall survive any termination or expiration of the LLA for whatever cause.
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, OR (II) ANY USE OF THE LICENSED MATERIALS AND OR PARTS THEREOF, WHETHER OR NOT INTEGRATED INTO OTHER SOFTWARE OR EQUIPMENT, 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 BY YOU OR YOUR CONTRACTORS 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.
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.
IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE TO LICENSEE OR ANY THIRD PARTY 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 US DOLLARS). THE LIMITATIONS SET FORTH ABOVE IN THIS ARTICLE 7 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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 earlier of two (2) years or ST’s making the Licensed Materials or a subsequent version of the Licensed Materials available for download via www.st.com. Licensee may terminate this LLA at any time by destroying all Licensed Materials 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, (ii) You threaten or 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 or expiration, 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.
Articles 2 to 10, inclusive, shall survive the termination or expiration of this LLA.
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 delay or 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 any right of ST or obligation of Licensee.
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 clear reference to this LLA.
Licensee agrees that ST’s Affiliates are intended to be third party beneficiaries of this LLA.
Licensee agrees that in the event of any breach of this LLA by Licensee or its contractors, the resulting harm to ST and its Affiliates would likely be of a nature that monetary damages would not provide an adequate remedy, and therefore, ST and its Affiliates shall be entitled to seek specific performance, injunction, and other equitable relief.
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. Licensee hereby waives any objection to venue. 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.
This Limited License Agreement (“Agreement”) 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 Agreement as "You" or “Licensee”) and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this Agreement 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.
By using/installing the Firmware, the Workbench (as defined below) and their respective documentation, Licensee agrees to be bound by the terms and conditions of this Agreement.
Licensee Product: means Licensee and Licensee’s end-users’ product or system, and all the related documentation, that includes or incorporates solely and exclusively an executable version of the Firmware and/or derivative works and provided further that such Firmware or derivative works of the Firmware execute solely and exclusively on microcontroller devices manufactured by or for ST and its Affiliates embedded in such Licensee or Licensee’s end-users’ product or system.
Workbench: means the PC software tool named ST Motor Control Workbench aiming at developing and handling the Firmware libraries.
1. ST hereby grants Licensee under intellectual property rights owned by ST and its Affiliates the non-exclusive, non-transferable (whether by assignment or otherwise unless expressly authorized by ST), royalty-free, revocable, license, without the right to sub-license (except as expressly permitted for the Firmware) to:
2. Some portion of the Firmware and the Workbench might contain Open Source Software subject to Open Source Terms (as defined below) applicable for each such portion, as further specified in the Firmware and the Workbench. Such Open Source Software is delivered to Licensee under the applicable Open Source Terms and is not subject to the terms of this Agreement to the extent the terms of this Agreement are in conflict with such applicable Open Source Terms. Except for Open Source Software, Licensee has no rights under this Agreement to, and may not under any circumstances use the Firmware and the Workbench or any parts thereof such that they become subject to any Open Source Terms. These actions include but are not limited to combining the Firmware and the Workbench by means of incorporation or linking or otherwise.
For the purpose of this Agreement, “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 Firmware and the Workbench as applicable.
3. Unless otherwise expressly stipulated hereunder, Licensee shall not, and shall not permit any third party to: (i) copy, reproduce or duplicate the Workbench and the Firmware; (ii) translate, modify, adapt, decompile, disassemble or reverse engineer and make derivative works of (any portion of) the Workbench and the Firmware; (iii) rent, disclose, publish, sell, assign, lease, lend, sublicense, market, transfer, distribute or otherwise provide third parties access to (any portion of) the Workbench and the Firmware; (iv) attempt to derive the source code, algorithmic nature or structure of any object code portions of the Workbench and the Firmware; (v) use the Workbench and the Firmware to create any product that competes with the Workbench, the Firmware or any ST product; (vi) remove or circumvent any protection or other restrictive technology mechanism of the Workbench, the Firmware or any ST product; (vii) disclose the results of the Workbench’s and Firmware performance to any third party; or (viii) otherwise use any portion of the Workbench and the Firmware in any manner not expressly authorized by this Agreement.
4. Unless otherwise expressly stated in this Agreement, Licensee may not sell, assign, sublicense, lease, rent or otherwise distribute the Firmware for commercial purposes, in whole or in part.
5. Licensee acknowledges and agrees that any use of the Firmware or any portion thereof with processors manufactured by or for an entity other than ST is a material breach of this Agreement and requires a separate license from ST.
6. No source code relating to and/or based upon Firmware is to be made available or sub-licensed whatsoever by Licensee unless expressly permitted under the Section “Limited License”.
7. Licensee acknowledges and agrees that the protection of the source code of the Firmware requires reasonable security precautions. In the event ST demonstrates has a reasonable belief that the source code of the Firmware has been used or distributed in violation of this Agreement, ST may, by written notification, request certification and on site audit of the Licensee as to whether such unauthorized use or distribution has occurred. Licensee shall cooperate and assist ST in its determination of whether there has been unauthorized use or distribution of the source code of the Firmware and will take appropriate steps to remedy any unauthorized use or distribution.
8. Other than the limited expressed license granted 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 Workbench and the Firmware or in any other confidential information furnished by ST and its Affiliates, including (i) for the combination of the Firmware or other confidential information with one or more other items (including items acquired from ST and/or its Affiliates) even if the Firmware or 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 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.
9. ST and its Affiliates have no obligation to provide any maintenance, support or updates for the Firmware and the Workbench.
10. All right, title and interest in and to the Firmware and the Workbench as well as their documentation and all copies thereof are owned or licensed by ST or its Affiliates or licensors. Licensee 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 Firmware and the Workbench. Licensee shall not remove, modify or alter any ST or its Affiliates’ or licensors’ copyright or trademark notice from any part of the Firmware and the Workbench. Licensee shall not use and shall prevent any unauthorized copying of the Workbench and Firmware and related documentation.
11. The Firmware and the Workbench are confidential and Licensee shall protect the confidentiality of the Firmware and the Workbench by using the same degree of care for its confidential information, but not less than a reasonable degree of care, to prevent their unauthorized use, dissemination, or publication. These confidentiality obligations shall survive any termination or expiration of the Agreement for whatever cause.
12. THE WORKBENCH AND FIRMWARE ARE PROVIDED BY ST "AS IS" WITH ALL FAULTS. ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS ARE DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ST AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY THAT THE USE OF THE WOKBENCH AND THE FIRMWARE AND OR PARTS THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, WILL MEET LICENSEE’S REQUIREMENTS, OR WILL OPERATE WITH THE COMBINATION OF HARDWARE AND SOFTWARE SELECTED BY LICENSEE. LICENSEE HAS RELIED ON NO WARRANTIES AND THAT NO WARRANTIES ARE MADE BY ST AND ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
13. Licensee is solely responsible for determining whether the Firmware and the Workbench will be suitable for Licensee’s intended use or application or will achieve intended results. ST will not be liable to Licensee and/or to any third party for the modifications made to the Firmware by Licensee.
14. Nothing contained in this Agreement will be construed as: (i) a warranty or representation by ST to maintain production of any ST device or other hardware or software with which the Workbench and the Firmware may be used or to otherwise maintain or support the Workbench and the Firmware in any manner; and (ii) a commitment from ST and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.
15. ST does not authorize anyone to make any representation or warranty for the Firmware, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by ST shall not constitute any representation or warranty by ST or alter this disclaimer or warranty, and no additional obligations or liabilities shall arise from ST’s providing such information or services. ST does not assume or authorize any other person to assume for it any other liability in connection with the Workbench and the Firmware.
16. IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL DAMAGES, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, PROFITS, REVENUES, SAVINGS, OPPORTUNITY, GOODWILL, OR COSTS SUBSTITUTE PRODUCTS, REWORK CHARGES, BUSINESS INTERRUPTION, DAMAGE TO PRODUCT OR EQUIPMENT, OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE WORKBENCH AND THE FIRMWARE, EVEN IF ST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY TOWARDS LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH ABOVE IN THIS ARTICLE 16 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
17. ST may terminate this Agreement at any time if (i) Licensee is in material breach of any of these terms and conditions, or (ii) Licensee files litigation against ST or its Affiliates, or (iii) ST or its Affiliates receive notice of any claim, suit or proceeding that alleges that the Workbench and/or the Firmware or use or distribution of the Workbench and/or the Firmware infringes any third-party intellectual property rights, at which time Licensee shall immediately return and/or destroy the Workbench and the Firmware, as directed by ST.
18. The failure by ST to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof. If a court or agency of competent jurisdiction holds any term of this Agreement invalid, illegal, or unenforceable for any reason, the remainder of this Agreement shall be valid and enforceable and Licensee and ST shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this Agreement.
19. This Agreement contains the entire and sole agreement between Licensee and ST on the subject matter of this Agreement, and supersedes all representations, undertakings and agreements previously made between Licensee and ST and/or its Affiliates and shall prevail over the terms and conditions set forth in any document from Licensee with respect to the subject matter of this Agreement. Any amendment to this Agreement shall be agreed in writing and be duly signed by Licensee and ST or signed or agreed solely by Licensee on the format proposed by ST and shall make reference to this Agreement.
20. This Agreement 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 Agreement shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this Agreement shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
THE WORKBENCH AND THE FIRMWARE ARE LICENSED TO YOU ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNLESS OTHERWISE EXPRESSLY AGREED BETWEEN YOU AND ST. BY CLICKING ON THE "I ACCEPT" OR “I AGREE” BUTTON OR BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY OF THE WORKBENCH AND THE FIRMWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS AGREEMENT, DO NOT INSTALL, ACCESS OR USE ANY OF THE WORKBENCH AND THE FIRMWARE.