Software License Agreement (Liberty V2)
Nov 16th, 2011
SOFTWARE LICENSE AGREEMENT
By using this Licensed Software, You are agreeing to be bound by the terms and
conditions of this License Agreement. Do not use the Licensed Software until You have
read and agreed to the following terms and conditions. The use of the Licensed Software
implies automatically the acceptance of the following terms and conditions.
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 maybe.
Product: means Your and Your’s end-users’ product or system, and all the related
documentation, that includes or incorporates the Licensed Software and provided further
that such Licensed Software or derivative works of the Licensed Software execute solely
and exclusively on microcontroller devices manufactured by or for ST.
STMicroelectronics (“ST”) grants You a non-exclusive, worldwide, non-transferable
(whether by assignment or otherwise unless expressly authorized by ST) non sublicensable,
revocable, royalty-free limited license of 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;
(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
(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
(iv) make, have made, use, sell, offer to sell, import and export or otherwise distribute
Products also through multiple tiers.
OWNERSHIP AND COPYRIGHT.
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.
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 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.
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 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.
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.
LIMITATION OF LIABILITIES.
In no event ST or its licensors shall 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 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 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 License Agreement license 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. Upon termination, You
will immediately destroy or return all copies of the Licensed Software and documentation
to ST. After termination, You will be entitled to use the Licensed Software used into
Products that include microcontroller devices manufactured by or for ST, purchased by
You before the date of the breach.
APPLICABLE LAW AND JURISDICTION.
In case of dispute and in the absence of
an amicable settlement, the only competent jurisdiction shall be the Courts of Geneva,
Switzerland. The applicable law shall be the law of Switzerland.
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 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 the other party
(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
RELATIONSHIP OF THE PARTIES.
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.