THIS METROWERKS SOFTWARE LICENSE AGREEMENT ("LICENSE") IS AN AGREEMENT BETWEEN YOU AND METROWERKS CORPORATION ("METROWERKS"). METROWERKS IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE. PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE, AS BY USING THE SOFTWARE INDICATES THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, METROWERKS IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT AND YOUR MONEY WILL BE REFUNDED.
1. Grant of License. The application, demonstration, system and all other software accompanying this License, whether on CD-ROM or any other media (the "Software") and the related documentation are licensed to you by Metrowerks according to the terms of this License. This License allows you to use the Software on a single computer. You may also use a copy of the Software on a home or portable computer, as long as that extra copy is never running at the same time the Software is running on the primary computer on which you use the Software. You may make one additional copy of the Software in the form in which it is provided to you, only for backup purposes. You must reproduce on all copies you make of the Software the Metrowerks copyright notice and any other proprietary legends that are on the original copy of the Software. You may also transfer to another party all your license rights in the Software and related documentation by transferring to that party both the original media on which the Software and related documentation were provided and a copy of this License, provided that the other party reads and agrees to accept the terms and conditions of this License. Immediately upon transfer, you have no further rights to use or own copies of the Software or related documentation and must destroy all copies in your possession or control.
2. Restrictions. The Software contains copyrighted material, trade secrets, and other proprietary material of Metrowerks and its licensors. You agree that in order to protect those proprietary materials, except as expressly permitted by applicable legislation, you will not decompile, reverse engineer, disassemble or otherwise reduce all or any part of the Software to human-readable form unless Metrowerks provided it to you in human-readable form. You may not modify, rent, lease, loan, distribute or create derivative works based upon the Software in whole or in part, except as expressly permitted in Section 3. If the Software is labeled as an academic version or is otherwise licensed to you for academic use, you may not use the Software for commercial product development, but you may use the Software to develop freeware or shareware. If the Software licensed to you is part of the Discover Programming series, you may not use the Software to develop any product for distribution, whether commercial, freeware, or shareware.
3. Software Modification and Redistribution. Appendix A to this License lists the specific portions of the Software which you may distribute according to the terms of this License ("Distributable Code"). If Metrowerks has provided Distributable Code to you in human-readable form, you may modify the Distributable Code and the resulting modifications will also be considered Distributable Code. In order to protect Metrowerks' and Metrowerks' licensors' intellectual property rights in the Software, you may modify and distribute Distributable Code only according to the following terms: You may distribute Distributable Code only in executable object code form and only as incorporated into application programs you create using the Software and which have substantial value in addition to the Distributable Code. You may distribute Distributable Code incorporated in such applications to end users directly or indirectly through dealers, distributors, VARs, OEMs and other relicensors, but all distribution, whether to end users or relicensors, must be made pursuant to a valid written agreement that is at least as protective of Metrowerks' and Metrowerks' licensors' rights as this License. In no event shall you expand or attempt to expand Metrowerks' warranty or other obligations for any portion of the Software beyond those obligations set forth in this License nor extend those obligations to end users or relicensors of your applications. Last, you must reproduce on each copy of such applications a copyright notice that clearly states: "Copyright (c) by [Licensee Name] and its Licensors." Under no circumstances are you permitted to distribute any portions of the Software not listed on Appendix A, nor to distribute any portions of the Software (including those listed on Appendix A) in human-readable form, unless (i) specific license terms that may accompany such portions of the Software on the media containing the Software expressly authorize you to distribute such portions of the Software, in object code or human-readable form as the case may be, or (ii) you have express written authorization from an authorized officer of the company which owns that portion of the Software. In the event you distribute such portions of the Software based upon express authorization by one of the two means stated, you must adhere strictly to the specific terms of such authorization in addition to the terms of this license. You agree to indemnify and hold Metrowerks harmless from any damages, costs, or expenses Metrowerks may suffer as a result of your distribution, under either of the forms of permission described in the previous sentence, of any portion of the Software owned by a third party.
4. Ownership. The Software and documentation are licensed, not sold, to you for use only under the terms of this License, and Metrowerks reserves all rights not expressly granted to you in this License. You own the media on which the Software and documentation are recorded but Metrowerks and/or Metrowerks' licensors retain title to the Software and related documentation, and all intellectual property rights therein.
5. Termination. This License is effective until terminated. You may terminate this License at any time by destroying all copies of the Software and related documentation in your possession or control. This License will terminate immediately without notice from Metrowerks if you fail to comply with any provision of this License. Upon termination you must destroy all copies of the Software and related documentation in your possession or control.
6. Export Law Assurances. You agree and certify that neither the Software nor any other technical data received from Metrowerks, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If the Software has been rightfully obtained by you outside of the United States, you agree that you will not re-export the Software nor any other technical data received from Metrowerks, nor the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Software.
7. Government End Users. If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Software constitutes a "commercial item", as that term is defined at Federal Acquisition Regulation (FAR) 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in FAR 12.212 (Sept. 1995), and is provided to the U.S. Government only as commercial software (with "Restricted Rights", if applicable). Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this license agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
8. Limited Warranty on Media. Metrowerks warrants the media on which the Software is recorded to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase as evidenced by a copy of the receipt. Metrowerks' entire liability and your exclusive remedy will be replacement of the media not meeting Metrowerks limited warranty returned to Metrowerks with a copy of the receipt. Metrowerks will have no responsibility to replace any media damaged by accident, abuse or misapplication. ANY IMPLIED WARRANTIES ON THE MEDIA, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
9. Disclaimer of Warranty. THE SOFTWARE, RELATED DOCUMENTATION, ANY APPLICATIONS CREATED WITH THE SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND RELATED DOCUMENTATION IS AT YOUR SOLE RISK. SHOULD THE SOFTWARE OR RELATED DOCUMENTATION PROVE DEFECTIVE, YOU (AND NOT METROWERKS OR ANY METROWERKS REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. METROWERKS AND METROWERKS ' LICENSORS (FOR THE PURPOSES OF THIS SECTION 9, METROWERKS AND METROWERKS' LICENSORS SHALL BE COLLECTIVELY REFERRED TO AS "METROWERKS") EXPRESSLY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, METROWERKS MAKES NO WARRANTY OR REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, NOR WITH RESPECT TO THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE AND RELATED DOCUMENTATION. METROWERKS DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR ANYONE' S USE OR OPERATION OF ANY APPLICATION PROGRAMS YOU MAY CREATE WITH THE SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE HAS NOT BEEN DESIGNED, TESTED, OR MANUFACTURED FOR USE IN DEVELOPING APPLICATIONS WHERE THE FAILURE, MALFUNCTION, OR ANY INACCURACY OF THE APPLICATION CARRIES A RISK OF DEATH, SERIOUS BODILY INJURY, OR DAMAGE TO TANGIBLE PROPERTY, INCLUDING, BUT NOT LIMITED TO, USE IN FACTORY CONTROL SYSTEMS, MEDICAL DEVICES OR FACILITIES, NUCLEAR FACILITIES, AIRCRAFT OR AUTOMOBILE NAVIGATION OR COMMUNICATION, EMERGENCY SYSTEMS, OR OTHER APPLICATIONS WITH A SIMILAR DEGREE OF POTENTIAL HAZARD. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY METROWERKS OR ANY OF ITS EMPLOYEES, REPRESENTATIVES, OR RESELLERS SHALL CREATE ANY WARRANTY IN ADDITION TO THOSE GIVEN HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
10. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL METROWERKS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION UNDER ANY THEORY, INCLUDING CONTRACT, TORT, OR NEGLIGENCE, EVEN IF METROWERKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IN NO EVENT SHALL METROWERKS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC LICENSE OF THE SOFTWARE AND RELATED DOCUMENTATION TO WHICH THE LIABILITY IS RELATED.
11. Controlling Law and Severability. THIS LICENSE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, EXCEPT FOR ITS CONFLICT OF LAWS PRINCIPLES. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.
12. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and related documentation and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by an authorized officer of Metrowerks.
Should you have any questions or comments concerning this License, please do not hesitate to contact Metrowerks Corporation at 9801 Metric Boulevard, Austin, TX, 78758, USA. attn: Warranty Information or by email: info@metrowerks.com
Appendix A - Redistribution Information for Metrowerks Software: Distributable Code
The following list describes the portions of the Software that you may incorporate into your own programs and distribute according to the terms of Section 3 of the License. You may not incorporate into your programs nor distribute any portion of the Software that is not listed here nor distribute any portion of the Software in human-readable form unless you obtain express permission to do so, as set forth in Section 3.
Metrowerks Software and Redistributable Libraries
*The PowerPlant Library and sample code in object code form
*The Metrowerks Standard Library and sample code in object code form
Note: Licensees may not distribute the source code of the PowerPlant Library or Metrowerks Standard Library, or any derivative thereof, or sample code thereto, without express written permission from an authorized officer of Metrowerks Corp.
Apple Computer Software and Redistributable Libraries
Object-code derivations of sample code and final versions of the following
* XTND runtime files: XTND Power Enabler, XTNDInterface.
* MacApp provided that the Licensee includes in a conspicuous place on
the exterior of the packaging of the licensee programs, the following
language: "MacApp Included".
Motorola Software and Redistributable Libraries
* The following LibMoto files: atan.o, fatan.o, fpow.o, fsqrt.o, ftrig.o, memmove.o, pow.o, sqrt.o, strcmp.o, strlen.o, stncmp.o, trig.o, in both statically linkable and dynamically linkable object code formats for all PowerPC based operating systems for which Motorola provides a version of LibMoto.
Microsoft Software and Redistributable Libraries
See the Microsoft License agreement on the CodeWarrior CD-ROM for information on redistributable libraries and documents.
Other Third Party Libraries
Licensee may not distribute other third party libraries contained in the CodeWarrior CD-ROM, unless specific license terms that may accompany such libraries expressly authorize the licensee to distribute them to the customers of the licensee. In the event the licensee distribute such third party libraries based upon express authorization, the licensee must adhere strictly to the specific terms of such third party licensee.
