FREESCALE END-USER SOFTWARE LICENSE AGREEMENT
This is a license agreement between you (either as an individual or as an authorized representative acting on behalf of your employer) and Freescale Semiconductor, Inc. (“Freescale”). It concerns your rights to use the software provided to you in binary or source code form and any accompanying written materials (the “Software”). The Software may include any updates or error corrections or documentation relating to the Software provided to you by Freescale under this License. In consideration for Freescale allowing you to access the Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to all of the terms of this Agreement, do not download or install the Software. If you change your mind later, stop using the Software and delete all copies of the Software in your possession or control. Any copies of the Software that you have already distributed, where permitted, and do not destroy will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement.

1.	LICENSE GRANT. Freescale grants to you, free of charge, the non-exclusive, non-transferable, non-sublicensable right (1) to use the Software, (2) to reproduce the Software, (3) to prepare derivative works of the Software, 4) to distribute the Software and derivative works thereof in object (machine–readable) form as part of a programmable processing unit (e.g. a microprocessor, microcontroller, or digital signal processor) supplied directly or indirectly from Freescale (“Freescale System”), or in source (human-readable) form for the sole purpose of developing object (machine-readable) code for use of a Freescale System and (5) to sublicense to others the right to use the distributed Software, provided that any and all such sublicenses include the same terms and conditions of this Agreement.  Notwithstanding the limitation on damages in Section 8, Licensee will indemnify, defend, and hold harmless Freescale against any and all claims, costs, damages, liabilities, judgments and attorneys’ fees resulting from or arising out of any breach by the sublicensee, or resulting from or arising out of any action by the sublicensee inconsistent with this Agreement.  

2.	OTHER RESTRICTIONS.  Subject to the license grant above, the following restrictions apply:

a.	Freescale reserves all rights not expressly granted herein. 

b.	You may not rent, lease, sublicense, lend or encumber the Software, unless otherwise expressly agreed to within this Agreement 

c.	You may not distribute, manufacture, have manufactured, sublicense or otherwise reproduce the Software for purposes other than intended in this Agreement.

d.	You may not remove or alter any proprietary legends, notices, or trademarks contained in the Licensed Software,

e.	The terms and conditions of this Agreement will apply to any Software updates, provided to you at Freescale’s discretion, that replace and/or supplement the original Software, unless such update contains a separate license. 

f.	You may not translate, reverse engineer, decompile, or disassemble the Software provided to you solely in object code format (machine readable) except to the extent applicable law specifically prohibits such restriction.  You will prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the Software except to the extent applicable law specifically prohibits such restriction.

3.	OPEN SOURCE.  Any open source software included in the Software licensed herein is not licensed under the terms of this Agreement, but is instead licensed under the terms of applicable open source license(s), such as the BSD License, Apache License or the Lesser GNU General Public License.  Your use of such open source software is subject to the terms of each applicable license.  You must agree to the terms of each such applicable license, or you should not use the open source software.  

4.	COPYRIGHT.  The Software is licensed to you, not sold.  Freescale owns the Software, and United States copyright laws and international treaty provisions protect the Software. Therefore, you must treat the Software like any other copyrighted material (e.g. a book or musical recording). You may not use or copy the Software for any other purpose than what is described in this Agreement. Except as expressly provided herein, Freescale does not grant to you any express or implied rights under any Freescale or third party patents, copyrights, trademarks, or trade secrets. Additionally, you must reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Software to any copies made thereof, in whole or in part, if any.  You may not remove any copyright notices of Freescale incorporated in the Software.

5.	TERM AND TERMINATION.  The term of this Agreement shall commence on the date of installation or download and shall continue perpetually, unless earlier terminated in accordance with this Agreement.  Freescale has the right to terminate this Agreement without notice and require that you stop using and delete all copies of the Software in your possession or control if you violate any of the terms or restrictions of this Agreement.  Freescale may terminate this Agreement should any of the Software become, or in Freescale's reasonable opinion is likely to become, the subject of a claim of intellectual infringement or trade secret misappropriation.  Upon termination, you must cease use of and destroy, the Software and confirm compliance in writing to Freescale. Upon termination, the license granted pursuant to this Agreement immediately terminates and the provisions of Sections 4 through 18 will survive any termination of this Agreement. 

6.	SUPPORT.  Freescale is NOT obligated to provide any support, upgrades or new releases of the Software. If you wish, you may contact Freescale and report problems and provide suggestions regarding the Software. Freescale has no obligation whatsoever to respond in any way to such a problem report or suggestion. Freescale may make changes to the Software at any time, without any obligation to notify or provide updated versions of the Software to you.

7.	NO WARRANTY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREESCALE EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, OR ANY SYSTEMS YOU DESIGN USING THE SOFTWARE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY FREESCALE THAT THE SOFTWARE OR ANY DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING THE SOFTWARE WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. 

8.	INDEMNITY. You agree to fully defend and indemnify Freescale from any and all claims, liabilities, and costs (including reasonable attorney’s fees) related to (1) your use (including your sublicensee’s use, if permitted) of the Software or (2) your violation of the terms and conditions of this Agreement.

9.	LIMITATION OF LIABILITY.  IN NO EVENT WILL FREESCALE BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.  FREESCALE’S LIABILITY WILL IN ANY EVENT AND UNDER ANY THEORY OF RECOVERY BE LIMITED TO THE TOTAL AMOUNT RECEIVED BY FREESCALE UNDER THIS AGREEMENT.  

10.	COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS. You must not resell, re-export, or provide, directly or indirectly, the licensed software or direct product thereof, in any form without obtaining appropriate export or re-export licenses from the United States Government and from the country from which the export or re-export is to occur.  An export occurs when products, technology, or software is transferred from one country to another by any means, including physical shipments, FTP file transfers, E-mails, faxes, remote server access, conversations, and the like.  An export also occurs when technology or software is transferred to a foreign national in the United States, or foreign national of the country in which the business activity is taking place.  A foreign national is any person who is neither a citizen nor permanent resident of the United States, or the country in which the business activity is taking place. Furthermore, if an export/import license, permit or other government required authority (collectively referred to as “government authorization”) is required to transfer technology, software, hardware or other Freescale property to non- Freescale party(ies) and is not approved, then Freescale is not obligated to transfer the Software under this Agreement until such “government authorization” is granted..

11.	GOVERNMENT RIGHTS.  The Licensed Software is a “Commercial Item” as defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. §227.7202, as applicable and are only licensed to U.S. Government end users with the rights as are set forth herein..

12.	HIGH RISK ACTIVITIES.  You acknowledge that the Software is not fault tolerant and is not designed, manufactured or intended by Freescale for incorporation into products intended for use or resale in on-line control equipment in hazardous, dangerous to life or potentially life-threatening environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of products could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Activities”). You specifically represent and warrant that you will not use the Software or any derivative work of the Software for High Risk Activities. 

13.	CHOICE OF LAW; VENUE; LIMITATIONS.  You agree that the statutes and laws of the United States and the State of Texas, USA, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Software, and you agree that any litigation will be subject to the exclusive jurisdiction of the state or federal courts in Texas, USA.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Software must be filed within one (1) year after such claim or cause of action arose or be forever barred.

14.	CONFIDENTIAL INFORMATION.  You must treat the Software as confidential information and you agree to retain the Software in confidence perpetually, with respect to Software in source code form (human readable), or for a period of five (5) years from the date of termination of this Agreement, with respect to all other parts of the Software.  During this period you may not disclose any part of the Software to anyone other than employees who have a need to know of the Software and who have executed written agreements obligating them to protect such Licensed Software to at least the same degree of care as in this Agreement.  You agree to use the same degree of care, but no less than a reasonable degree of care, with the Software as you do with your own confidential information. You may disclose Software to the extent required by a court or under operation of law or order provided that you notify Freescale of such requirement prior to disclosure, which you only disclose information required, and that you allow Freescale the opportunity to object to such court or other legal body requiring such disclosure.

15.	PRODUCT LABELING.  You are not authorized to use any Freescale trademarks, brand names, or logos.

16.	ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between you and Freescale regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, if any.  This Agreement may only be amended in written form, executed by you and Freescale.

17.	SEVERABILITY.  If any provision of this Agreement is held for any reason to be invalid or unenforceable, then the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive you or Freescale of a material benefit, in which case the Agreement will immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the intention underlying the invalid or unenforceable provision.

18.	NO WAIVER.  The waiver by Freescale of any breach of any provision of this Agreement will not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

