Icom MR-1220 Instruction Manual - Page 71

OPEN SOURCE LICENSES subject the Licensed Software to an Excluded License. An Excluded License means any license that requires as a condition of use, modification and/ or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be (A) disclosed or distributed in source code form; (B) licensed for the purpose of making derivative works; or (C) redistributable at no charge. Section 3. Intellectual Property Rights 3.1 Subject to Freescale's ownership interest in the underlying Licensed Software, all intellectual property rights associated with, and title to, your Authorized System will be retained by or will vest in you. 3.2 Your modifications to the Licensed Software, and all intellectual property rights associated with, and title thereto, will be the property of Freescale. You agree to assign all, and hereby do assign all rights, title, and interest to any such modifications to the Licensed Software to Freescale and agree to provide all assistance reasonably requested by Freescale to establish, preserve or enforce such right. Further, you agree to waive all moral rights relating to your modifications to he Licensed Software, including, without limitation, any and all rights of identification of authorship and any and all rights of approval, restriction, or limitation on use or subsequent modification. Notwithstanding the foregoing, you will have the license rights granted in Section 2 hereto to any such modifications made by you or your licensor's. Section 4. Patent Covenant not to Sue 4.1 As partial, material consideration for the rights granted to you under this Agreement, you covenant not to sue or otherwise assert your patents against Freescale, a Freescale Affiliate or subsidiary, or a Freescale licensee of the Licensed Software for infringement of your Intellectual Property Rights by the manufacture, use, sale, offer for sale, importation or other disposition or promotion of the Licensed Software and/or any redistributed portions thereof. Section 5. Term and Termination 5.1 This Agreement will remain in effect unless terminated as provided herein. 5.2 Y ou may terminate this Agreement immediately upon written notice to Freescale at the address provided below. 5.3 Either party may terminate this Agreement if the other party is in default of any of the terms and conditions of this Agreement, and termination is effective if the defaulting party fails to correct such default within 30 days after written notice thereof by the non-defaulting party to the defaulting party at the address below. 5.4 Notwithstanding the foregoing, Freescale may terminate this Agreement immediately upon written notice if you: (a) breach any of your confidentiality obligations or the license restrictions under this Agreement; (b) become bankrupt or insolvent, or file a petition therefore; (c) make an assignment for the benefit of its creditors; (d) enter proceedings for winding up or dissolution; (e) are dissolved; or (f) a re nationalized or is subject to the expropriation of all or substantially all of its business or assets. 5.5 Upon termination of this Agreement, all licenses granted under Section 2 will expire, except that any licenses extended to end-users pursuant to Sections 2.2 (c), 2.2 (d) and 2.3 (b) which have been granted prior to such termination will survive. 5.6 After termination of this Agreement by either party and upon Freescale's written request, you will, at your discretion, return to the Freescale any confidential information including any and all copies thereof or furnish to Freescale at the address below, a statement certifying, with respect to the Licensed Software delivered hereunder that the original and all copies, except for archival copies to be used solely for dispute resolution purposes, in whole or in part, in any form, of the Licensed Software have been destroyed. 5.7 Notwithstanding the termination of this Agreement for any reason, the terms of Sections 1, 2.5 - 2.12, 3, 4, 5.6, 5.7, 7 and 8 will survive. Section 6. Warranty 6.1 F reescale warrants that for the 30 day period following your download of the Licensed Software that the Licensed Software as delivered is free of material defects in materials and workmanship. 6.2 If Licensed Software is not as warranted, Freescale will, at its sole option, and as your exclusive remedy, either refund the fees associated with such Licensed Software, repair, or replace with the same or equivalent products that meet this warranty. This warranty does not apply to Licensed Software that has been subjected to improper testing, assembly, mishandling, modification, or misuse, whether by you or by others. This warranty will not be expanded, and no obligation or liability will arise, due to technical advice or assistance, qualification or testing data, computerized data, facilities or service Freescale may provide in connection with the Licensed Software. 6.3 Freescale does not warrant that the functions contained in the Licensed Software will meet your requirements or that the operation of the Licensed Software will be uninterrupted or error free. 6.4 T he warranty recited in this Section 6 extends only to you. 6.5 T HIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 7. Indemnification 7.1 Y ou will defend, indemnify and hold harmless Freescale from any and all damages claims, liabilities, and costs (including reasonable attorney's fees) related to your (including contractor's and licensee's) use of the Licensed Software and/or (2) your (including contractor's and licensee's) violation of the terms and conditions of this Agreement. You are excused from this obligation to the extent any such claim arises solely from the Licensed Software as provided by Freescale. Section 8. General Provisions 8.1 Amendments and Waivers. No amendment of any provision of this Agreement will be valid unless stated in writing and signed by authorized representatives of each of the parties. No waiver by any party of any default, misrepresentation or covenant herein, whether intentional or not, will be deemed to extend any prior or subsequent default, misrepresentation, or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. 8.2 Choice of Law. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Texas. 8.3 C onfidential Information. You will treat the Licensed Software as confidential information and you agree to retain the Licensed Software in confidence perpetually with respect to Licensed 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 Licensed Software. During this period you may not disclose any part of the Licensed Software to others than employees or contractors who have a need to know of the Licensed Software and who have executed written agreements obligating them to protect such Licensed Software. You agree to use the same degree of care, but no less than a reasonable degree of care, with the Licensed Software as you do with your own confidential information. You may disclose Licensed 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, that you only disclose information required, and that the you allow Freescale the opportunity to object to such court or other legal body requiring such disclosure. 8.4 Counterparts. This Agreement may be executed in one or more original counterparts, all of which together will constitute one agreement, and facsimile signatures will have the same effect as original signatures. 8.5 Entire Agreement. This Agreement, including its attachments, constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, by or among the parties regarding such subject matter. 8.6 L imitation of Liability. EXCLUDING LIABILITY FOR A BREACH OF SECTION 8.3 (CONFIDENTIALITY), BREACHES OF THE LICENSE GRANTS IN SECTION 2, OR CLAIMS UNDER SECTION 7, IN NO EVENT WILL EITHER PARTY 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. FREESCALE'S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO FREESCALE IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED. 8.7 N otices. All notices and communications under this Agreement will be made in writing, and will be effective when received at the following addresses: Freescale: Freescale Semiconductor, Inc. 6501 William Cannon Drive, West Austin, Texas 78735 ATTN: General Manager, Multimedia Applications Division With a copy to: Freescale Semiconductor, Inc. 6501 William Cannon West OE62 Austin, Texas 78735 ATTN: Law Director, Multimedia Applications Division You: The address provided at registration will be used. Either party may change its notice information upon notice to the other party. 8.8 R elationship of the Parties. The parties are independent contractors. Nothing in this Agreement will be construed to create any partnership, joint venture, or similar relationship. Neither party is authorized to bind the other to any obligations with third parties. 8.9 S everability. If any provision of this Agreement is held for any reason to be invalid or unenforceable 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 a party 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 parties' intention underlying the invalid or unenforceable provision. 8.10 Succession and Assignment. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Neither party may assign this Agreement, or any part of this Agreement, without the prior written approval of the other party, which approval will not be unreasonably withheld or delayed. 8.11 Unauthorized Use. The Licensed Software is not intended or authorized for use in anti-personnel landmines, and you agree that it will not be used for this purpose. Upon request from Freescale, you will furnish a written certification that you do not use or permit the use of the Licensed Software in anti-personnel landmines. The Licensed Software is not intended or authorized for use in products surgically implanted into the body, for life support or for other products in which a product failure could cause personal injury or death. If you permit the uses of Licensed Software for these unintended 66