License-To-Use Agreement for Zilog Software. BY CLICKING "Yes" IN THIS INSTALL PROGRAM, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS. IF THE INDIVIDUAL INSTALLING THIS SOFTWARE IS AN EMPLOYEE, AGENT, CONTRACTOR OR ASSISTANT OF AN ENTITY THAT HAS PURCHASED THE RIGHT TO USE THE SOFTWARE ENCLOSED, THEN AS USED IN THIS AGREEMENT, THE TERM "YOU" REFERS TO SUCH INDIVIDUAL'S EMPLOYER, ITS AFFILIATES AND SUBSIDIARIES, IF ANY. OTHERWISE, IF THE PRECEDING SENTENCE DOES NOT APPLY, AS USED IN THIS AGREEMENT THE TERM "YOU" REFERS TO THE INDIVIDUAL OPENING THIS PACKAGE 1. License: Zilog grants you license to use the current version of the enclosed (Zilog interface & control software) "Programs" and on-line & written documentation (together herein referred to as, "The Licensed Software") solely for your own internal purposes, for an unlimited period of time and under the conditions and restrictions as set out in this Agreement. 2. Restrictions: The Licensed Software and documentation in whole or in part are copyrighted and the title to all copies is retained by Zilog and/or its Licensors. Except as provided for in Clause 3, you may not modify, adapt, translate, create derivative works, disassemble, decompile, imitate or otherwise reverse engineer the Licensed Software. 3. Compiler Products: You are granted a royalty free right to reproduce and distribute certain parts of the runtime modules and libraries ("Module") of the Licensed Software provided that you: (a) distribute the Module in object form only and only in conjunction with and as part of your software program ("Application") into which it is incorporated; (b) do not use Zilog's name, logo or trademarks to market your application; (c) agree to indemnify, hold harmless and defend Zilog or its Licensors from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of your Application; (d) prohibit users of your Application from modifying, adapting, translating, creating derivative works, reverse engineering, decompiling or disassembling the Module. The files that constitute the Module are identified in the documentation and/or on-line "README" file. 4. Warranty & Disclaimer: Licensed Software is provided "AS IS" and without a warranty of any kind. Zilog's entire liability and your exclusive remedy under this warranty will be the corrections of defects in media or replacement of media. ZILOG AND ITS LICENSORS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 5. High Risk Activities: The Licensed Software is not fault-tolerant and is not designed, manufactured or intended for use in conjunction with on-line control equipment in hazardous environments requiring fail-safe performance such as; in operation of nuclear facilities, (air) craft navigation or communications systems, air traffic control, direct life support machines, or weapons systems ("High Risk Activities") in which the failure of the Licensed Software could lead directly to death, personal injury or severe physical or environmental damage. Zilog and its licensors specifically disclaim any express or implied warranty to High Risk Activities. 6. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY APPLICATION LAW, ZILOG OR ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTIAL OR PUNITIVE DAMAGE HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TOUSE THE "Licensed Software", EVEN IF ZILOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event, shall Zilog's liability whether in contract, tort (including negligence), or otherwise exceed the license fee paid for the Licensed Software. 7. Ownership: The copyrights and all other and industrial property rights for the protection of information with respect to the Licensed Software (including the methods and techniques on which it is based) is retained by Zilog and its licensors. Nothing in this Agreement serves to transfer such rights. 8. Termination: This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Licensed Software. This Agreement will terminate immediately without notice from Zilog if you fail to comply with any provision of this Agreement. 9. Export Regulations: All software and technical data delivered under this Agreement are subject to U.S. Export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to you. 10. Entire Agreement: This Agreement is the entire agreement between you and Zilog relating to the Licensed Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter. No variations of the terms of this consent, including an express waiver of the terms of this Agreement, in writing and signed by an officer of Zilog. 11. Governing Law: This Agreement is governed by the laws of the State of California and the controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. The parties hereby submit to the jurisdiction of, and wave any venue objections against the United States District Court for the Northern District of California, the Superior Court of the State of California for the County of Santa Clara, and any mutually agreed to alternative dispute resolution proceeding taking place in Santa Clara County, California, in any litigation or claims arising out of this Agreement. 12. Copyright Notices: The Licensed Software governed by this agreement contains the following copyrights and trademarks appearing within the software or within the source code generating the software, affixed on the packaging and/or labeling or within the operational displays of the software. The copyright notice shall be recognized whether visibly labeled or contained within the Licensed Software by acceptance of this Agreement. Copyright (c) 1985 - 2012 Zilog Inc. Milpitas, California And/or by other parties by inclusion. The Files governed by this License Agreement may contain restricted information and are or may be UNPUBLISHED PROPRIETARY SOURCE CODE OF THE Owners. The Copyright Notices above do not evidence any actual or intended publication of such source code.