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.
DEFINITIONSLicensed 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.
LICENSESTMicroelectronics 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).
OWNERSHIP AND COPYRIGHTTitle 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.
RESTRICTIONSUnless 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).
OPEN SOURCE SOFTWAREThe 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.
THIRD PARTY SOFTWARECertain 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 OTHER RIGHTS OR LICENSESNo 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.
NO WARRANTYThe 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.
LIMITATION OF LIABILITIESIn 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.
TERMINATIONST 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.
APPLICABLE LAW AND JURISDICTIONThis 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.
SEVERABILITYIf 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.
WAIVERThe 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.
ASSIGNMENTThis 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.
RELATIONSHIP OF THE PARTIESNothing 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.
