OPEN SOURCE LICENSE
VI
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, mis-
handling, modification, or misuse, whether by you or by oth-
ers. 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 Li-
censed 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
The warranty recited in this Section 6 extends only to you.
6.5 THIS 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 COMMER-
CIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY
DISCLAIMED TO THE FULL EXTENT SUCH MAY BE DIS-
CLAIMED BY LAW.
Section 7.
Indemnification
7.1 You will defend, indemnify and hold harmless Freescale
from any and all damages claims, liabilities, and costs (in-
cluding 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) viola-
tion 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 Fre-
escale.
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 rep-
resentatives 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 sub-
sequent 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 en-
forced in accordance with the laws of the State of Texas.
8.3 Confidential Information.
You will treat the Licensed Software as confidential infor-
mation 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 ex-
ecuted 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 in-
formation. You may disclose Licensed Software to the extent
required by a court or under operation of law or order pro-
vided 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 agree-
ment, 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, ne-
gotiations, understandings, agreements or representations,
either written or oral, by or among the parties regarding such
subject matter.
8.6 Limitation 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 INCI-
DENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PU-
NITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, IN-
CONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS,
SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH
MAY BE DISCLAIMED BY LAW. FREESCALE'S TOTAL LI-
ABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS,
OR LOSSES WHATSOEVER ARISING OUT OF OR IN CON-
NECTION 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 Notices.
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 Relationship 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 Severability.
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 fur-
ther 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 pro-
vision.
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 per-
mit the use of the Licensed Software in anti-personnel land-
mines. 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 or unauthorized