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STM32 PMSM FOC SDK LICENSE AGREEMENT
This Limited License Agreement (“Agreement”) is made between you on behalf of yourself or on behalf of any entity by which you are employed or engaged (collectively referred to in this Agreement as "You" or “Licensee”) and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this Agreement through its Swiss branch located at 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.
By using/installing the Firmware, the Workbench (as defined below) and their respective documentation, Licensee agrees to be bound by the terms and conditions of this Agreement.
DEFINITIONS
Firmware: means the FIRMWARE, EXAMPLES, PROJECT TEMPLATE named STM32 PMSM FOC
FW LIB v3.0. and further versions as well as all the related documentation delivered in the form of object and/or source code as the case maybe.
Licensee Product: means Licensee and Licensee’s end-users’ product or system, and all the related documentation, that includes or incorporates solely and exclusively an executable version of the Firmware and/or derivative works and provided further that such Firmware or derivative works of the Firmware execute solely and exclusively on microcontroller devices manufactured by or for ST and its Affiliates embedded in such Licensee or Licensee’s end-users’ product or system.
Workbench: means the PC software tool named ST Motor Control Workbench aiming at developing and handling the Firmware libraries.
LIMITED LICENSE
1. ST hereby grants Licensee under intellectual property rights owned by ST and its Affiliates the non- exclusive, non-transferable (whether by assignment or otherwise unless expressly authorized by ST), royalty-free, revocable, license, without the right to sub-license (except as expressly permitted for the Firmware) to:
(i) Use internally only the Workbench for the purpose of evaluating, testing, and modifying the Firmware provided in source code.
(ii) Use and reproduce the Firmware in object code for incorporation within the Licensee Product and subsequent distribution of the Firmware in object code as embedded in the Licensee Product;
(iii) Use, reproduce, modify the source code version of the Firmware and compile such modified Firmware into new object code to be used solely and exclusively within the Licensee Product and subsequent distribution of such Firmware as modified, in object code only and embedded in a Licensee Product;
(iv) Use, reproduce, modify the documentation of the Workbench and the Firmware for the purpose of creating technically accurate subsets and supersets thereof or by translating it into other languages or otherwise creating technically accurate localized versions thereof – and distributing such documentation as modified and embedded within the documentation of the Licensee Products.
2. Some portion of the Firmware and the Workbench might contain Open Source Software subject to Open Source Terms (as defined below) applicable for each such portion, as further specified in the Firmware and the Workbench. Such Open Source Software is delivered to Licensee under the applicable Open Source Terms and is not subject to the terms of this Agreement to the extent the terms of this Agreement are in conflict with such applicable Open Source Terms. Except for Open Source Software, Licensee has no rights under this Agreement to, and may not under any circumstances use the Firmware and the Workbench or any parts thereof such that they become subject to any Open Source Terms. These actions include but are not limited to combining the Firmware and the Workbench by means of incorporation or linking or otherwise.
For the purpose of this Agreement, “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 Firmware and the Workbench as applicable.
RESTRICTIONS
3. Unless otherwise expressly stipulated hereunder, Licensee shall not, and shall not permit any third party to: (i) copy, reproduce or duplicate the Workbench and the Firmware; (ii) translate, modify, adapt, decompile, disassemble or reverse engineer and make derivative works of (any portion of) the Workbench and the Firmware; (iii) rent, disclose, publish, sell, assign, lease, lend, sublicense, market, transfer, distribute or otherwise provide third parties access to (any portion of) the Workbench and the Firmware; (iv) attempt to derive the source code, algorithmic nature or structure of any object code portions of the Workbench and the Firmware; (v) use the Workbench and the Firmware to create any product that competes with the Workbench, the Firmware or any ST product; (vi) remove or circumvent any protection or other restrictive technology mechanism of the Workbench, the Firmware or any ST product; (vii) disclose the results of the Workbench’s and Firmware performance to any third party; or
(viii) otherwise use any portion of the Workbench and the Firmware in any manner not expressly authorized by this Agreement.
4. Unless otherwise expressly stated in this Agreement, Licensee may not sell, assign, sublicense, lease, rent or otherwise distribute the Firmware for commercial purposes, in whole or in part.
5. Licensee acknowledges and agrees that any use of the Firmware or any portion thereof with processors manufactured by or for an entity other than ST is a material breach of this Agreement and requires a separate license from ST.
6. No source code relating to and/or based upon Firmware is to be made available or sub-licensed whatsoever by Licensee unless expressly permitted under the Section “Limited License”.
7. Licensee acknowledges and agrees that the protection of the source code of the Firmware requires reasonable security precautions. In the event ST demonstrates has a reasonable belief that the source code of the Firmware has been used or distributed in violation of this Agreement, ST may, by written notification, request certification and on site audit of the Licensee as to whether such unauthorized use or distribution has occurred. Licensee shall cooperate and assist ST in its determination of whether there has been unauthorized use or distribution of the source code of the Firmware and will take appropriate steps to remedy any unauthorized use or distribution.
8. Other than the limited expressed license granted 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 Workbench and the Firmware or in any other confidential information furnished by ST and its Affiliates, including (i) for the combination of the Firmware or other confidential information with one or more other items (including items acquired from ST and/or its Affiliates) even if the Firmware or such items have no substantial use other than as part of such combination (ii) with respect to any trademark, trade or brand name, a corporate name of ST and/or its 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.
9. ST and its Affiliates have no obligation to provide any maintenance, support or updates for the Firmware and the Workbench.
10. All right, title and interest in and to the Firmware and the Workbench as well as their documentation and all copies thereof are owned or licensed by ST or its Affiliates or licensors. Licensee 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 Firmware and the Workbench. Licensee shall not remove, modify or alter any ST or its Affiliates’ or licensors’ copyright or trademark notice from any part of the Firmware and the Workbench. Licensee shall not use and shall prevent any unauthorized copying of the Workbench and Firmware and related documentation.
11. The Firmware and the Workbench are confidential and Licensee shall protect the confidentiality of the Firmware and the Workbench by using the same degree of care for its confidential information, but not less than a reasonable degree of care, to prevent their unauthorized use, dissemination, or publication. These confidentiality obligations shall survive any termination or expiration of the Agreement for whatever cause.
WARRANTY
12. THE WORKBENCH AND FIRMWARE ARE PROVIDED BY ST "AS IS" WITH ALL FAULTS. ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT OF THIRD-PARTY RIGHTS ARE DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ST AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY THAT THE USE OF THE WOKBENCH AND THE FIRMWARE AND OR PARTS THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, WILL MEET LICENSEE’S REQUIREMENTS, OR WILL OPERATE WITH THE COMBINATION OF HARDWARE AND SOFTWARE SELECTED BY LICENSEE. LICENSEE HAS RELIED ON NO WARRANTIES AND THAT NO WARRANTIES ARE MADE BY ST AND ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
13. Licensee is solely responsible for determining whether the Firmware and the Workbench will be suitable for Licensee’s intended use or application or will achieve intended results. ST will not be liable to Licensee and/or to any third party for the modifications made to the Firmware by Licensee.
14. Nothing contained in this Agreement will be construed as: (i) a warranty or representation by ST to maintain production of any ST device or other hardware or software with which the Workbench and the Firmware may be used or to otherwise maintain or support the Workbench and the Firmware in any manner; and (ii) a commitment from ST and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.
15. ST does not authorize anyone to make any representation or warranty for the Firmware, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by ST shall not constitute any representation or warranty by ST or alter this disclaimer or warranty, and no additional obligations or liabilities shall arise from ST’s providing such information or services. ST does not assume or authorize any other person to assume for it any other liability in connection with the Workbench and the Firmware.
LIMITATION OF LIABILITY
16. IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL DAMAGES, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, PROFITS, REVENUES, SAVINGS, OPPORTUNITY, GOODWILL, OR COSTS SUBSTITUTE PRODUCTS, REWORK CHARGES, BUSINESS INTERRUPTION, DAMAGE TO PRODUCT OR EQUIPMENT, OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS 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 THE WORKBENCH AND THE FIRMWARE, EVEN IF ST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY TOWARDS LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH ABOVE IN THIS ARTICLE 16 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
TERMINATION
17. ST may terminate this Agreement at any time if (i) Licensee is in material breach of any of these terms and conditions, or (ii) Licensee files litigation against ST or its Affiliates, or (iii) ST or its Affiliates receive notice of any claim, suit or proceeding that alleges that the Workbench and/or the Firmware or use or distribution of the Workbench and/or the Firmware infringes any third-party intellectual property rights, at which time Licensee shall immediately return and/or destroy the Workbench and the Firmware, as directed by ST.
MISCELLANEOUS
18. The failure by ST to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof. If a court or agency of competent jurisdiction holds any term of this Agreement invalid, illegal, or unenforceable for any reason, the remainder of this Agreement shall be valid and enforceable and Licensee and ST shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this Agreement.
19. This Agreement contains the entire and sole agreement between Licensee and ST on the subject matter of this Agreement, and supersedes all representations, undertakings and agreements previously made between Licensee and ST and/or its Affiliates and shall prevail over the terms and conditions set forth in any document from Licensee with respect to the subject matter of this Agreement. Any amendment to this Agreement shall be agreed in writing and be duly signed by Licensee and ST or signed or agreed solely by Licensee on the format proposed by ST and shall make reference to this Agreement.
20. This Agreement is governed by the laws of Switzerland, without regard to its conflict of law rules. All disputes or questions arising out of or in connection with this Agreement shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this Agreement shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
THE WORKBENCH AND THE FIRMWARE ARE LICENSED TO YOU ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNLESS OTHERWISE EXPRESSLY AGREED BETWEEN YOU AND ST. BY CLICKING ON THE "I ACCEPT" OR “I AGREE” BUTTON OR BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY OF THE WORKBENCH AND THE FIRMWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS AGREEMENT, DO NOT INSTALL, ACCESS OR USE ANY OF THE WORKBENCH AND THE FIRMWARE.
