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PLEASE READ THIS AGREEMENT CAREFULLY.
BY DOWNLOADING ALL OR ANY PORTION OF "THE SOFTWARE", YOU ACCEPT
ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE THAT THIS AGREEMENT
IS ENFORCEABLE BETWEEN YOU AND RENESAS ELECTRONICS CORP., LIKE ANY WRITTEN
NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE THE TERMS AND
CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
AGREEMENT
Renesas Electronics Corp., a Japanese corporation, with a principal place
of business at 6-2 Otemachi 2-chome, Chiyoda-Ku, Tokyo, Japan. ("Renesas")
owns all intellectual property in the Software and permits you to use
the Software (defined as below) only in accordance with the terms of this
Agreement.
1. Definitions.
1.1 "Software"
"Software" means
(a) all of the contents of the software and the data which can be downloaded
from Renesas's web-site with which this Agreement is provided, including
related explanatory written materials or files ("Documentation")
and
(b) upgrades, modified versions, updates, additions, and copies of the
Software, if any, licensed to you by Renesas (collectively, "Updates").
1.2 "Use" or "Using"
"Use" or "Using" means to access, install, download,
copy or otherwise benefit from using the functionality of the Software
in accordance with the Documentation.
1.2 "Permitted Number"
"Permitted Number" means one (1) unless otherwise expressly
permited by Renesas.
2. Software License.
As long as you comply with the terms of this Agreement, Renesas grants
to you a non-exclusive non-transferable license to Use the Software for
the purposes described in the Documentation ("Purpose").
2.1 General Use.
You may install and Use a copy of the Software on your compatible computer,
up to the Permitted Number of computers.
2.2 Backup Copy.
You may make one backup copy of the Software, provided your backup copy
is not installed or used on any computer. You may not transfer the rights
to a backup copy unless you transfer all rights in the Software as provided
under Section 4.
3. Intellectual Property Ownership, Copyright Protection.
The Software and any authorized copies that you make are the intellectual
property of and are owned by Renesas. The structure, organization and
code of the Software are the valuable trade secrets and confidential information
of Renesas. The Software is protected by law, including without limitation
the copyright laws of Japan and other countries, and by international
treaty provisions. Except as expressly stated herein, this Agreement does
not grant you any intellectual property rights in the Software and all
rights not expressly granted are reserved by Renesas.
4. Restrictions.
4.1 Notices.
You shall not copy the Software except for the Purpose as set forth in
Section 2. Any copy of the Software that you make must contain the same
copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications.
You shall not modify, adapt or translate the Software without prior written
agreement from Renesas. You shall not reverse engineer, decompile, disassemble
or otherwise attempt to discover the source code of the Software.
4.3 Transfer.
You may not rent, lease, sublicense, assign or transfer your rights to
Use the Software permitted by this Agreement, or authorize all or any
portion of the Software to be copied onto another user's computer except
as may be expressly permitted herein.
4.4 Confidentiality
You shall not disclose or divulge to any third party the Software and
any other technical information, data, know-how, marketing plans, financial
information and marketing information acquired from Renesas.
5. NO WARRANTY.
The Software is being delivered to you "AS IS" and Renesas,
whether explicitly or implicitly makes no warranty as to its Use or performance.
RENESAS AND ITS SUPPLIER DO NOT AND CANNOT WARRANT THE PERFORMANCE OR
RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. AS TO ANY MATTER INCLUDING
WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY,
INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
6. LIMITATION OF LIABILITY.
IN NO EVENT WILL RENESAS AND ITS SUPPLIER BE LIABLE TO YOU FOR ANY DAMAGES,
CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL
DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF RENESAS OR ITS SUPPLIER
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES,
CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. RENESAS'S AGGREGATE
LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED
TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.
7. EXPORT CONTROL
You shall represents and warrants that you shall not Use the Software
for the purposes of disturbing international peace and security, including
(i) the design, development, production, stockpiling or use of weapons
of mass destruction such as nuclear, chemical or biological weapons or
missiles, (ii) the other military activities, or (iii) any use supporting
these activities. You shall also represent and warrant that you shall
not sell, export, dispose of, license, rent, transfer, disclose or otherwise
provide the Software to any third party, whether directly or indirectly,
with knowledge or reason to know that the third party or any other party
will engage in the activities described above. Furthermore, you shall
represent and warrant that you shall not directly or indirectly, export,
re-export, transship or otherwise transfer the Software in violation of
any applicable export control laws or regulations promulgated and administered
by the governments of the countries asserting jurisdiction over the parties
or their transactions.
8. Term
This Agreement is effective until it is terminated. This Agreement will
terminate automatically if you fail to comply with any terms and conditions
provided herein. You may also terminate this Agreement at any time by
uninstalling and destroying the Software. Upon termination of this Agreement,
you shall stop all Use of the Software and destroy the Software and/or
all portions thereof. However, the provisions Section 3 through 10 of
this Agreement shall survive any termination hereof..
9. Governing Law.
This Agreement will be governed by and construed in accordance with the
laws of Japan. The Tokyo District Court in Japan shall have exclusive
jurisdiction over all disputes relating to this Agreement.
10. General Provisions.
10.1 Severability
If any part of this Agreement is found void and unenforceable, it will
not affect the validity of the balance of this Agreement, which shall
remain valid and enforceable according to its terms.
10.2 Modification
This Agreement may only be modified by a writing signed by an authorized
officer of you and Renesas. Updates may be licensed to you by Renesas
with additional or different terms.
10.3 No Waiver
The failure of a Party to enforce any provision of this Agreement shall
not constitute a waiver of such provision or the right of such Party to
enforce such provision or any other provision.
10.4 Entire Agreement
This is the entire agreement between Renesas and you relating to the Software
and it supersedes any prior representations, discussions, undertakings,
communications or advertising relating to the Software.
If you have any questions regarding this Agreement or if you wish to request
any information from Renesas please use the address and contact information
included with this Software or Documentations.)
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