 
LIMITED LICENSE AGREEMENT FOR ST MATERIALS EVALUATION 
 
 
IMPORTANT-READ CAREFULLY: This Limited License Agreement (LLA) for ST materials is made between you on behalf of yourself, and on behalf of any entity to which you are employed or engaged (collectively 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 39, Chemin du Champ des Filles, 1228 Plan-les-Ouates, Geneva, Switzerland (hereinafter ST).  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. 
 
The ST materials licensed under this Agreement shall mean the software and/or any hardware material which accompany or are otherwise made available by ST and/or its Affiliates upon agreeing to this LLA, including any associated media, Documentation (as defined below), printed materials and electronic documentation (the "Licensed Materials"). The Licensed Materials include any software updates, hardware products and supplements that ST and/or its Affiliates may provide You or make available to You after the date You obtain the Licensed Materials to the extent that such items are not accompanied by a separate license agreement or other terms of use. 
 
1. LIMITED LICENSE 
 
Subject to the terms and conditions of this LLA and applicable Open Source Terms  (as defined hereafter) and during the term of this LLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license, a non-exclusive, non-transferable, royalty-free, license, without the right to sub-license, to use internally the Licensed Materials solely and exclusively on or in combination with ST chipsets or ST integrated circuits (collectively ST Chipsets) for the sole purpose of performing evaluation, simulation, testing, development of software/hardware applications and non-commercial demonstration of such Licensees software/hardware applications with ST Chipsets (Limited License Purpose). 
 
Subject to the terms and conditions of this LLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license, a non-exclusive, non-transferable, royalty-free, license without the right to sub-license, to use internally any documentation of the  Licensed Materials which is made available by ST under this LLA, including but not limited to documents in the form of comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, users guides, and programmer guides (Documentation) solely to support  the Limited License Purpose. 
 
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.  
 
The Licensed Materials may also include third party software as expressly specified in the Licensed Materials subject to specific license terms from such third parties. Such third party software is supplied under such specific license terms and is not subject to the terms and conditions of the license hereunder. By installing copying, downloading, accessing or otherwise using this software package, the recipient agrees to be bound by such license terms with regard to such third party software. 
 
2. RESTRICTIONS 
 
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) disclose the results of the Licensed Materials performance to any third party; or (vii) otherwise use any portion of the Licensed Materials in any manner not expressly authorized by this LLA. 
 
Other than the limited expressed license 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, including (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 shall limit access and use of the Licensed Materials to You and those individuals who may be employed by You who have a need to access the Licensed Materials for the Limited License Purpose and provided that You shall ensure that such individuals shall comply with the provisions of this LLA, and You shall not allow any third-party to use the Licensed Materials, unless otherwise expressly agreed in writing by ST and provided that You agree to be liable towards ST for any damages due to a failure by such authorized third-party(ies) to comply with the provisions of this LLA. 
 
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 will remain the exclusive property of ST and/or its Affiliates or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Licensed Materials are used. You will not take any action that jeopardizes ST and its Affiliates or its licensors' proprietary rights or acquire any rights in the Licensed Materials, except the limited rights specified in Article 1. 
 
All right, title and interest in and to the Licensed Materials, are owned or licensed by ST or its Affiliates or licensors. You shall ensure that all notices, including but not limited to all copyright and trademark notices of ST or its Affiliates or licensors are reproduced in any copy of the whole or any part of the Licensed Materials. You shall not remove, modify or alter any ST or its Affiliates or licensors copyright or trademark notice from any part of the Licensed Materials. 
 
4. CONFIDENTIALITY 
 
Confidential information shall include all information provided with the Licensed Materials which (a) is designated as confidential, proprietary or with a similar legend, (b) is by its own nature of a type which would reasonably be considered confidential and/or (c) is source code. You may only use the Licensed Materials for the Limited License Purpose and shall protect the confidentiality of the Licensed Materials provided by ST under this LLA by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the confidential information as You use to protect your own confidential information of like nature.  
 
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 part thereof, which comes to your notice. 
 
The confidentiality obligations shall not apply to Licensed Materials, which can be shown by documentary evidence: (i) entered the public domain through no fault of the Licensee; or, (ii) known to the Licensee prior to receipt from ST; or, (iii) disclosed to the Licensee by a third party having the right to disclose; or, (iv) independently developed by the Licensee without use of the Licensed Materials, the onus of proof of independence being on the Licensee. 
 
These confidentiality obligations shall survive any termination or expiration of the LLA for whatever cause. 
 
5. OPEN SOURCE 
 
Some portion of the Licensed Materials might contain Open Source Software subject to Open Source Terms applicable for each such portion, as further specified in the Licensed Materials. Such Open Source Software is supplied to You under the applicable Open Source Terms and is not subject to the terms of this LLA to the extent the terms of this LLA are in conflict with such applicable Open Source Terms. 
 
Except for Open Source Software, You have no rights under this LLA to, and may not under any circumstances use the Licensed Materials or any parts thereof such that they become subject to any Open Source Terms. These actions include but are not limited to combining the Licensed Materials by means of incorporation or linking or otherwise. 
 
For the purpose of this LLA, Open Source Terms shall mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith, or any other 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. Open Source Software shall mean any software that is licensed or distributed under Open Source Terms as specified in the Licensed Materials. 
 
6. COMPLIANCE 
 
You agree not to use the Licensed Materials in violation of any law, statute, ordinance or other regulation or any obligation to which You are bound. You agree to comply with all applicable laws and regulations regarding the use of the Licensed Materials. You acknowledge that the Licensed Materials may be subject to export controls restrictions. You agree that You will not export, re-export Licensed Materials, directly or indirectly, to any country to the extent export to such country at the time of export requires an export license or other governmental approval under any export control laws and regulations, without first obtaining such license or approval. 
 
 
7. DISCLAIMER OF WARRANTY AND DAMAGES 
 
THE LICENSED MATERIALS ARE PROVIDED BY STMICROELECTRONICS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL STMICROELECTRONICS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE PACKAGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY TOWARDS LICENSEE UNDER THIS LLA SHALL NOT EXCEED 100 USD. 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 one year from acceptance by You of this LLA, unless terminated before by You at any time by destroying all Licensed Materials 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, or (ii) You file litigation against ST or its Affiliates, (iii) ST or its Affiliates receives 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, 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. The rights and obligations under Articles from 2 to 11 will survive the termination or expiration of this LLA. 
 
9. MISCELLANEOUS 
 
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 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 its rights thereof. 
 
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 or bind ST 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 or signed or agreed solely by You on the format proposed by ST and shall make reference to this LLA. 
 
 
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 OF THIS LLA. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS LLA, DO NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.  
 
 
 

