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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.
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