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Nom Fichier : ce8c4d57-6c97-43fb-ad04-49697bfca43e.pdf
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PLEASE READ THE TERMS CAREFULLY. YOUR USE OF THE PRODUCT WITH THE EMBEDDED SOFTWARE WILL INDICATE YOUR ASSENT TO THEM. IF YOU DO NOT AGREE TO THESE TERMS, THEN MOTOROLA IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD NOT USE THE PRODUCT WITH THE EMBEDDED SOFTWARE AND YOU SHOULD RETURN IT TO THE PLACE FROM WHICH IT WAS ACQUIRED, AND YOUR MONEY WILL BE REFUNDED. Section 1 GRANT OF LICENSE Motorola hereby grants to You a personal, non-exclusive, non-transferable right to use the Software subject to the Conditions Of Use set forth in Section 2 below and the terms and conditions of this Agreement. Section 2 CONDITIONS OF USE 2.1 Use of the Software outside of the conditions set forth herein is strictly prohibited and will be deemed a breach of this Agreement. 2.2 You shall use the Software (i) only for Your internal business purposes; (ii) only as described in the Software or product documentation; and (iii) in strict accordance with this Agreement. 2.3 You shall not transfer, download, copy, distribute, sublicense, modify, adapt, merge with other software, reverse engineer, prepare derivative works of, de-compile or disassemble any Software for any reason. 2.4 You shall not remove, destroy, or alter any proprietary markings or legends placed upon or contained within the Software, related materials or documentation. 2.5 You shall not export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped, or diverted, directly or indirectly, the Software under this Agreement. Section 3 TITLE AND OWNERSHIP Title to all copies of Software will not pass to You at any time and remains vested exclusively in Motorola or the copyright owner. Motorola or the copyright owner owns and retains all of its proprietary rights in any form concerning the Software, including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties. Nothing in this Agreement is intended to restrict the proprietary rights of Motorola or the copyright owner or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Motorola or the copyright owner in connection with providing the Software, products, or related services to You remains vested exclusively in Motorola or the copyright owner, and this Agreement does not grant to You any shared development rights of intellectual property. Section 4 CONFIDENTIALITY You acknowledge that all Software contains valuable proprietary information and trade secrets and that unauthorized or improper use of Software will result in irreparable harm to Motorola for which monetary damages would be inadequate and for which Motorola will be entitled to immediate injunctive relief. Accordingly, You will limit access to Software to employees and agents who need to use the Software for Your internal business purposes, and You will take appropriate action with those employees and agents to preserve the confidentiality of Software, using the same degree of care to avoid unauthorized or improper disclosure as You use for the protection of Your own proprietary software, but in no event less than reasonable care. Notwithstanding anything to the contrary herein, You shall have no obligation to preserve the confidentiality of any proprietary information that (i) was in the public domain at the time of disclosure; (ii) entered the public domain through no fault of You; (iii) was given to You free of any obligation to keep it confidential; (iv) is independently developed by You; or (v) is disclosed as required by law provided that You notify Motorola prior to such disclosure and provide Motorola with a reasonable opportunity to respond. Section 5 RIGHT TO USE MOTOROLA’S NAME You shall not, during the term of this Agreement or thereafter, use any trademark of Motorola, or any word or symbol likely to be confused with any Motorola trademark, either alone or in any combination with another word or words. Section 6 PAYMENT The rights granted hereunder are contingent upon payment for the product in which the Software is embedded. Section 7 TERM AND TERMINATION Your right to use Software will begin when You begin using the product with the embedded Software, which constitutes acceptance of the terms and conditions herein, and will continue in perpetuity unless terminated as set forth herein. Your right to use Software will terminate immediately without notice upon a breach of this Agreement by You. Otherwise, this Agreement may be terminated by either party upon thirty (30) days prior written notice. Within thirty (30) days after termination of this Agreement, You will certify to Motorola in writing that through Your best efforts, and to the best of Your knowledge, the original and all copies, in whole in part, in any form, of the Software and all related material and documentation, have been destroyed. Section 8 MAINTENANCE Motorola shall no...