|SLA0078 Rev2/February 2019|
Software license agreement
LIMITED LICENSE AGREEMENT FOR ST MATERIALS EVALUATION
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.
APPLICABLE TERMS AND CONDITIONS
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.
1. LIMITED LICENSE
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, nontransferable, 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, nontransferable, 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.
3. OWNERSHIP, COPYRIGHTS AND TRADEMARKS
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.
5. DISCLAIMER OF WARRANTY
YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS THEREOF ARE PROVIDED "AS IS". ST AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED MATERIALS AND OR PARTS THEREOF WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ST AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY THAT (I) THE USE OF THE LICENSED MATERIALS AND OR PARTS THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, 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.
7. DISCLAIMER OF DAMAGES
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.
8. TERM AND TERMINATION
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.
10. APPLICABLE LAW
This LLA is governed by the laws of Switzerland, without regard to its conflict of law rules. All disputes or questions arising out of or in connection with this LLA shall be finally settled by the competent courts of Geneva, Switzerland. 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.