Eclox Download | Cypress Semiconductor
NOTICE TO CUSTOMERS
IMPORTANT. Read the following Cypress Semiconductor Corporation (“CYPRESS”) Software License Agreement ("Agreement") completely. By selecting the button to download the SOFTWARE as defined below, you (“LICENSEE”) are deemd to accept the terms of this Agreement, and legally bound by all of the terms of this Agreement. You may then download the SOFTWARE.
SOFTWARE LICENSE AGREEMENT
This is a legal agreement between you (either as an individual or as an authorized representative of your employer) and CYPRESS. It concerns your rights to use the SOFTWARE. In consideration for CYPRESS allowing you to access the SOFTWARE, you are agreeing to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE. If you change your mind later, stop using the SOFTWARE and delete all copies of the SOFTWARE in your possession or control. Any copies of the SOFTWARE that you have already distributed, where permitted, and do not destroy will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement.
(i) "SOFTWARE" means object code files and documentation contained within the download package; provided that SOFTWARE includes the source code files, header files, related object code files and documentation of OSS if OSS is provided with the SOFTWARE.
(ii) "DERIVATIVE WORKS" shall mean a work which is based on one or more preexisting works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted.
(iii) "OSS" means any source code and/or object code programs, to which any of the following items applies upon using, modifying or distributing the same:
(a) the open source license terms approved by Open Source Initiative and published in the following website apply:
(b) the open source license terms impose, or are intended to impose, certain duties or restrictions, such as warranty, compensation for damages, and/or support, on LICENSEE or CYPRESS in connection with the SOFTWARE or its DERIVATIVE WORKS;
(c) its open source license terms oblige, or are intended to oblige, LICENSEE or CYPRESS to grant certain rights under its intellectual property rights to a third party; or
(d) its open source license terms oblige, or are intended to oblige, LICENSEE or CYPRESS to disclose or distribute the source code of the SOFTWARE.
2. License. For as long as LICENSEE complies with its obligations under this Agreement, CYPRESS hereby grants to LICENSEE for the sole purposes of using the corresponding object code of the SOFTWARE as a tool to support development of LICENSEE’s software program to incorporate CYPRESS's products into LICENSEE's products (the “PURPOSE”), a personal, worldwide, non-exclusive, nontransferable (except as set forth below), paid-up, royalty-free license and right:
(i) to use, execute and perform the SOFTWARE, and
(ii) to make copies of the SOFTWARE for the sole purpose of exercising the foregoing rights and back-ups.
LICENSEE shall not:
(i) use the SOFTWARE for any purpose other than the PURPOSE;
(ii) incorporate and/or embed the SOFTWARE into any products;
(iii) reverse assemble, reverse compile, otherwise translate or reverse engineer the SOFTWARE, except as expressly permitted by any applicable laws, without the possibility of contractual waiver;
(iv) modify, revise, distribute, sell, lease, sublicense, assign or otherwise dispose of the SOFTWARE except as expressly permitted in this Agreement; or
(v) use the SOFTWARE to create any product that competes with the SOFTWARE.
Except for the limited rights specifically granted in this Agreement, CYPRESS retains all of its right, title and interest in and to the SOFTWARE. This Agreement is not a sale and does not transfer to LICENSEE any title or ownership interest in or to the SOFTWARE, any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related to the SOFTWARE. Except as expressly provided herein, CYPRESS does not grant any express or implied right to Licensee under CYPRESS’s patents, copyrights, trademarks, trade secrets or any other intellectual property rights. LICENSEE agrees not to remove or destroy any copyright notices, proprietary markings or confidential legends (the “IP Notices”) placed upon, contained within or associated with the SOFTWARE, and shall ensure that the IP Notices are reproduced on any permitted copy of the SOFTWARE.
3. Non-disclosure. LICENSEE hereby agrees (i) to hold all CYPRESS information marked with “CYPRESS CONFIDENTIAL” or similar legend furnished hereunder (the “CONFIDENTIAL INFORMATION”) in confidence, and (ii) not disclose such CONFIDENTIAL INFORMATION to any third party. These confidential obligations shall not apply to information that: (a) is in or enters the public domain without breach of this Agreement by LICENSEE; (b) is disclosed without restrictions by a third party to LICENSEE; (c) is independently developed by LICENSEE; (d) is already known to LICENSEE at the time of disclosure under this Agreement as shall be proved by contemporaneous written records; or (e) is disclosed by CYPRESS to any other person or entity without similar restrictions. In the event that LICENSEE is requested or required pursuant to any governmental rule, regulation, or form or thorough requests for information or documents by any governmental authority in connection with legal proceedings, civil investigations, or other similar legal processes to disclose any CONFIDENTIAL INFORMATION, LICENSEE shall provide CYPRESS with prompt written notice of such request or requirement so that CYPRESS may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, in the absence of a protective order, other remedy or the receipt of a waiver by the other party, the party being requested or required to disclose any CONFIDENTIAL INFORMATION is nonetheless legally compelled to disclose such CONFIDENTIAL INFORMATION, it may, without liability hereunder, disclose only that portion of CONFIDENTIAL INFORMATION which it is legally compelled to disclose.
4. Open Source Software. In case that any OSS is provided with the SOFTWARE, the following terms shall apply: (i) the license terms applicable to the OSS shall be indicated in the header files, “Read Me” files or other files of the OSS included in the SOFTWARE, which shall prevail over this Agreement in case of any discrepancy, (ii) the OSS is provided “as is” without any express or implied warranty of any kind, (iii) in no event shall CYPRESS be liable for any damages of any kind arising out of the use of the OSS as in the case of the SOFTWARE, and (iv) the OSS may include software and/or information in the public domain. LICENSEE may not embed, combine or otherwise incorporate any OSS or its DERIVATIVE WORKS with or into the SOFTWARE, distribute the SOFTWARE with any OSS or its DERIVATIVE WORKS, or use any OSS for development of any DERIVATIVE WORKS of the SOFTWARE.
5. Limitation of Liability. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND UNDER LAW, EQUITY, AGREEMENT, CUSTOM, COURSE OF DEALING, USAGE OF TRADE, COURSE OF PERFORMANCE OR OTHERWISE INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL CYPRESS BE LIABLE FOR ANY DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND, INSOFAR AS IS LEGALLY POSSIBLE, CONSEQUENTIAL OR INCIDENTAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE OF THE SOFTWARE, EVEN IF CYPRESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CYPRESS SHALL NOT BE RESPONSIBLE FOR ANY ERRORS THAT MAY APPEAR IN THE SOFTWARE OR DERIVATIVE WORKS NOR SHALL CYPRESS BE UNDER ANY OBLIGATION TO SUPPORT OR UPDATE THE SOFTWARE. CYPRESS RETAINS THE RIGHT TO MAKE CHANGES TO ITS SOFTWARE AT ANY TIME, WITHOUT NOTICE TO LICENSEE.
6. Maintenance. CYPRESS shall be under no obligation to assist Licensee to use, execute, perform or copy the SOFTWARE, or to provide support to Licensee of the SOFTWARE, or to provide maintenance, correction, modification, enhancement, or upgrades to the SOFTWARE. CYPRESS may however provide such support, maintenance, correction, modification, enhancement or upgrades in its sole discretion, and, if provided, such support, maintenance, correction, modification, enhancement, or upgrades shall be considered part of the SOFTWARE and shall be subject to all terms and conditions of this Agreement.
7. Termination. This Agreement and the licenses granted by CYPRESS herein shall terminate immediately without notice from CYPRESS or by a judicial resolution, if LICENSEE fails to comply with any provisions of this Agreement.
8. High Safety Application. LICENSEE understands and agrees that the SOFTWARE are not designed, developed, manufactured, intended, authorized, or warranted for use in medical, life-saving or life-sustaining systems, transportation systems (including air traffic control systems), nuclear systems, weapon systems, undersea systems, space satellite systems, or any other application in which the failure of the SOFTWARE could create a situation where personal injury, death, or severe property or environmental damage may occur (“HIGH-SAFETY APPLICATION”), and that any semiconductor device, like the SOFTWARE, has an inherent chance of failure. Consequently, LICENSEE agrees that if it uses any software, including the SOFTWARE, in HIGH-SAFETY APPLICATIONS, including those described above, LICENSEE shall perform its own analysis of the use of the SOFTWARE in HIGH-SAFETY APPLICATIONS and take sole responsibility for such use, including protecting against injury, damage or loss from failures by incorporating appropriate safety design measures into its products, systems, facilities, and equipment, such as redundancy, fire protection, and prevention of over-current levels and other abnormal operating conditions. LICENSEE further agrees that if it uses the SOFTWARE in HIGH-SAFETY APPLICATIONS, including those described above, LICENSEE shall fully indemnify, hold harmless, and defend CYPRESS, its subsidiaries, affiliates, their respective officers, directors, employees, distributors, subcontractors, consultants, agents, successors, and assigns (collectively, “INDEMNIFIED PARTIES”) from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, arbitration awards, costs, and expenses (including without limitation reasonable attorneys’ fees and costs), whether or not involving a third-party claim, which arise out of, relate to, or result from, the LICENSEE’s use of the SOFTWARE in any HIGH-SAFETY APPLICATION, in each case whether or not caused by the negligence of CYPRESS or any other INDEMNIFIED PARTY and whether or not the relevant claim has merit.
9. Governing Law. This Agreement shall be governed and construed in accordance with the laws of State of California as applied to contracts entered into in California by a California corporation, without giving effect to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
10. Jurisdiction and Remedy. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, the parties agree to jurisdiction in the state and federal courts of Santa Clara County in the Northern District of California. The covenants and agreements of the parties in this Agreement are of a special and unique character, and the parties acknowledge that money damages alone will not reasonably or adequately compensate either party for any breach of such covenants and agreements. Therefore, CYPRESS and LICENSEE expressly agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to other rights or remedies which they may have at law in equity, or otherwise, each party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, including any government agency or entity with competent jurisdiction compelling specific performance of, and other compliance with, the terms of this Agreement.
11. Export Assurances. LICENSEE agrees and certifies that neither the SOFTWARE, nor any direct product thereof will be exported, directly or indirectly, into any country prohibited by the Foreign Exchange and Trade Act of Japan and the United States Export Administration Act and the regulations thereunder without the required authorization from the Japanese or United States government or will be used for any purpose prohibited by the same.
12. Transferability. Neither party may divide its interests under this Agreement and transfer same to different parties; however, CYPRESS may assign and transfer all its rights under this Agreement solely to a party controlling, controlled by or under common control with CYPRESS, a successor in interest in the event of a merger, consolidation or sale of substantially all of CYPRESS’S assets or stock, or to a successor to the portion of its business that designs or markets products incorporating the CYPRESS products.
13. Survival Clauses. The following provisions shall survive expiration or termination of this Agreement for any reason: Section 3 (Non-disclosure), Section 5 (Limitation of Liability), Section 8 (High Safety Application), Section 9 (Governing Law), Section 10 (Jurisdiction and Remedy) and Section 12 (Transferability).
14. Entire Agreement. This Agreement contain the entire agreement and understanding between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings and representations. No addition or modification to the Agreement is valid unless made in writing and signed by both parties hereto.
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This content contains information on Cypress products that have been migrated from Spansion's website in conjunction with our merger. Although marked with the name of the company that developed the material (Spansion or Fujitsu), Cypress continues to offer the content to our customers. There is no change to this information as a result of this migration. Future revisions will occur when appropriate, and changes will be noted in the revision history.