Zilog Software - Service License Agreement

BY CLICKING THE DOWNLOAD BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL TERMS IN THE AGREEMENT BELOW, THAT YOU HAVE PRINTED OR OTHERWISE SAVED A COPY OF THIS AGREEMENT FOR YOUR RECORDS, AND THAT YOU ARE AUTHORIZED TO MAKE A DECISION TO AGREE TO AND ACCEPT THIS LEGALLY BINDING AGREEMENT.

THIS END USER LICENSE AGREEMENT FOR THE ZILOG SOFTWARE ("Agreement") is a legal agreement between you (either as an individual and/or as a business entity) and Zilog Inc., a Delaware corporation. By installing, copying or otherwise using the software you are about to download from Zilog, you agree to be bound by the terms of this Agreement. If you do not agree to be bound by the terms of this Agreement, you are not authorized to use the software as defined below. If you do not accept the terms of this Agreement, you should not install, copy or use the program(s).

___________________________________________________

License-To-Use Agreement for Zilog Software (“Software”)

IMPORTANT: READ CAREFULLY BEFORE DOWNLOADING OR INSTALLING THIS SOFTWARE!
=====================================
ONLY SOMEONE WHO HAS APPROVAL AND AUTHORITY FROM THE COMPANY WHICH WILL BE THE USER ("LICENSEE") OF THIS SOFTWARE MAY AGREE (OR REFUSE TO AGREE) TO THE LEGALLY BINDING LICENSE AGREEMENT BELOW; THE AGREEMENT CONTAINS IMPORTANT LEGAL LIMITATIONS, RESTRICTIONS AND DISCLAIMERS AND ALSO SPECIFIES THE DURATION OF THE LICENSE.
=====================================
SELECTING "I AGREE" (FOLLOWING THE TEXT OF THE LICENSE AGREEMENT BELOW) OR OTHERWISE ACTING TO DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE SHALL CONSTITUTE THE LICENSEE'S AGREEMENT TO AND ACCEPTANCE OF THIS LEGALLY BINDING AGREEMENT, INCLUDING THE SPECIFIC LIMITATIONS SET FORTH IN SECTIONS 1, 2, 3, 4, 5 and 6. THE LICENSE MAY USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE LICENSE AGREEMENT BELOW, AND ANY SUCH USE IS HEREBY UNDERSTOOD TO BE CONDITIONAL UPON YOUR SPECIFIC AGREEMENT TO THE UNMODIFIED LICENSE AGREEMENT. NO CONTRACT INVOLVING THE USE OF THE SOFTWARE MAY BE CREATED IN ANY OTHER MANNER (UNLESS THE LICENSEE AND ZILOG, INC. HAVE PREVIOUSLY SIGNED A SEPARATE FORMAL WRITTEN AGREEMENT COVERING THE SOFTWARE). IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU SHOULD RETURN THE SOFTWARE TO THE ENTITY FROM WHICH YOU OBTAINED IT; HOWEVER, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.

License Agreement

1. License: Zilog, Inc. ("Zilog") grants the Licensee a personal, non-transferable (except pursuant to Section 5) and non-exclusive license (the "License") to use the current version of the available Zilog Software and other related software and documentation, that is downloaded in connection with this Agreement (collectively herein referred to as the "Licensed Software" solely for the Licensee's own internal purposes in accordance with the conditions and restrictions as set out in this Agreement. This license shall be effective until terminated.

2. Restrictions: The Licensed Software may be incorporated into the Licensee's own software program and products (the "Application"); provided that the Licensed Software may only be used directly in connection with a Zilog integrated circuit obtained directly or indirectly from Zilog (the "Zilog Product"). Any use of the Licensed Software in connection with a non-Zilog Product is strictly prohibited and shall automatically result in immediate termination of this license and this Agreement. The Licensee shall not copy the Licensed Software except (and solely to the extent) reasonably required for backup or archival purposes, and shall include Zilog’S copyright and other proprietary rights notices on all such copies. The Licensee may not sell, lease, assign, sublicense or otherwise transfer, or grant any rights under, the Licensed Software, in whole or in part. The Licensee may not modify, adapt, translate, create derivative works of, disassemble, decompile, reverse engineer, or attempt to discover any source code not provided as part of, the Licensed Software. If the Licensee engages in any of the foregoing prohibited acts, then in addition to any other remedies Zilog may have: (i) Zilog may, at its sole option and upon written notice, immediately terminate this Agreement for default; and (ii) Licensee hereby assigns any intellectual property rights resulting from or arising out of such act to Zilog, and shall take all necessary steps to cause to be perfected Zilog’s title therein. Zilog reserves all rights not expressly granted to the Licensee, and no rights may be granted by implication, estoppel or otherwise.

3. Warranty & Disclaimer: THE LICENSEE RECOGNIZES THAT THE LICENSED SOFTWARE IS DELIVERED "AS IS." THE LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF PRODUCT. NO WARRANTIES ARE GIVEN, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE OR MECHANTABILITY. IN NO EVENT WILL ZILOG BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY LIABILITY IN TORT, NEGLIGENCE, OR OTHER LIABILITY INCURRED BY OR UNDER THIS AGREEMENT OR AS A RESULT OF THE USE OF THE PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZILOG DOES NOT WARRANT THAT THE USE OF THE PRODUCT, OR OF ANY INFORMATION CONTAINED IN OR RELATED TO THE PRODUCT, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, OR TRADEMARK OF ANY THIRD PERSON OR ENTITY.

4. 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, in applications requiring fail-safe performance, or where the failure of the Licensed Software could lead directly to death, personal injury or severe physical or environmental damage (all of the foregoing, “High Risk Activities”). Examples of High Risk Activities include operation of nuclear facilities, vehicle (including aircraft) navigation or communications systems, air traffic control, weapons systems, and life support devices or systems. Life support devices or systems are devices which (a) are intended for surgical implant into the body, or (b) support or sustain life and whose failure to perform when properly used in accordance with instructions for use provided in the labeling can be reasonably expected to result in a significant injury to the user. Zilog specifically disclaims any express or implied warranty to High Risk Activities.

5. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, Zilog SHALL NOT BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGE HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE "LICENSED SOFTWARE", EVEN IF ZILOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, SHALL ZILOG’s AGGREGATE LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE LICENSE FEE PAID, IF ANY, FOR THE LICENSED SOFTWARE.

6. Non-disclosure; Transfer: The Licensed Software is confidential information of Zilog. The Licensee may also receive other confidential information in the course of this Agreement. Licensee shall not permit access to confidential information by any third party, or use any confidential information for any purpose not expressly authorized by this Agreement. Notwithstanding the foregoing, the Licensee may permit access to and/or use of confidential information by its employees, agents, consultants, subsidiaries and affiliates who have a strict need to know such confidential information provided that (a) such parties have been advised of the confidential nature of the Licensed Software, and are subject to legally binding confidentiality obligations to the Licensee, at least as restrictive as those obligations contained herein, and (b) the Licensee remains liable for any unauthorized disclosure or use by such parties. If the Licensee becomes aware, or has reason to believe, that there has been an unauthorized disclosure or use of the Licensed Software, the Licensee shall immediately notify Zilog. The Licensee shall take any and all actions necessary to protect the Confidential Information, including such actions as may reasonably be requested by Zilog.

7. Ownership: Title to all copies of the Licensed Software is retained by Zilog and/or certain licensors. The Licensed Software and other subject matter of this Agreement are copyrighted and/or subject to other intellectual property rights of Zilog and others, each of which retain ownership of all of their respective rights.

8. Termination: This Agreement is effective until terminated. The Licensee may terminate this Agreement at any time by destroying all copies of the Licensed Software and notifying Zilog of such termination. Zilog may terminate this Agreement without cause by sending the Licensee 30 days’ prior notice of such termination. This Agreement will automatically and immediately terminate, without notice from Zilog, if the Licensee fails to comply with any provision of this Agreement. Upon becoming aware of termination, the Licensee must destroy all copies of the Licensed Software, and if requested by Zilog, provide written certification of such destruction by one of the Licensee's senior officers. The following provisions shall survive any termination of this Agreement: Section 2 (prohibitions only), 3, 4, 5, 6 (prohibitions only), 7, 11, 13 & 14.

9. Export Regulations: The software and technical data delivered under this Agreement may be subject to U.S. Export control laws and/or export or import regulations in other countries. The Licensee agrees that it will not export or re-export, whether directly or indirectly, the Licensed Software, or any direct products thereof, without first obtaining the appropriate governmental and other approvals; and will indemnify and hold Zilog and its licensors harmless against any loss or damages relating to failure to comply with all such laws, regulations and approvals.

10. Entire Agreement: This Agreement (together with any written agreement entered into between the parties, for source code related to any portion of the Licensed Software) is the entire agreement between the Licensee 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 or amendment of any of the terms of this Agreement shall be effective unless agreed to in writing by respective authorized officers of the Parties. Unless expressly stated to the contrary, the word "include" (and all forms, variations, and equivalents thereof) shall not be construed as a term of limitation. In the event of any inconsistency between any provision of this Agreement and the Source Code License (if any), the provision which is more protective of Zilog's rights in the Licensed Software shall take precedence.

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 venue in, and wave any jurisdiction or venue objections against, the United States District Court for the Northern District of California, and the Superior Court of the State of California for the County of Santa Clara, with respect to any litigation or claims arising out of this Agreement. THE INDIVIDUAL CONTRACTUAL LIMITATIONS OR EXCLUSIONS DESCRIBED IN THIS AGREEMENT SHALL NOT APPLY IN ANY SPECIFIC COUNTRY WHERE SUCH CONTRACTUAL LIMITATION OR EXCLUSION WOULD BE CONTRARY TO A PROVISION OF MANDATORY NATIONAL LAW IN FORCE IN SUCH SPECIFIC COUNTRY, BUT TO ONLY THE MINIMUM EXTENT NECESSARY TO COMPLY WITH SUCH MANDATORY NATIONAL LAW.

12. Copyright Notices: The Licensed Software governed by this agreement is subject to the copyrights and trademarks appearing within the software, embedded within the source code generating the software, affixed on the packaging and/or labeling, or appearing within the operational displays of the software. By acceptance of this Agreement, the Licensee acknowledges all such notices, regardless of whether such notices are visibly labelled on, or are contained within, the Licensed Software.

13. Monetary Damages: The Licensee acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure or use of the Licensed Software and that Zilog shall be entitled, without waiving any other rights or remedies, to such injunctive and equitable relief as may be deemed proper by a court of competent jurisdiction.

14. Notices: Notices under this Agreement shall be in writing, and either personally delivered, delivered by first class mail, or delivered via courier service. Notice shall be effective upon actual receipt. Notices to Zilog should be sent to:

General Counsel
Zilog, Inc.
1590 Buckeye Drive
Milpitas, California 95035

Notices to the Licensee will be sent to the address supplied by the Licensee during registration.

15. Assignment: This rights and obligations under this Agreement may not be assigned or delegated, in whole or in part, and this Agreement may not be transferred, by Licensee without the other Licensor's prior written consent, whether by operation of law or otherwise. Any unauthorized assignment, delegation or transfer shall be void.

BY CLICKING THE DOWNLOAD BUTTON, YOU ACKNOWLEDGE ON BEHALF OF THE LICENSEE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL TERMS IN THE AGREEMENT ABOVE, THAT YOU HAVE PRINTED OR OTHERWISE SAVED A COPY OF THIS AGREEMENT FOR THE LICENSEE'S RECORDS, AND ALSO THAT YOU ARE AUTHORIZED TO MAKE A DECISION TO AGREE TO AND ACCEPT THIS LEGALLY BINDING AGREEMENT ON BEHALF OF THE LICENSEE.

IF YOU DO NOT AGREE TO ALL TERMS IN THE AGREEMENT, YOU ARE NOT AUTHORIZED TO DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.