END-USER LICENSE AGREEMENT

IMPORTANT-READ THIS AGREEMENT CAREFULLY.  This END-USER LICENSE AGREEMENT is a legal agreement between you (either an individual or an entity) and KEIL ELEKTRONIK GmbH / KEIL SOFTWARE, Inc. (KEIL).  The SOFTWARE PRODUCT includes computer software, the associated media, any printed materials, and any "online" or "electronic" documentation.  By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this END-USER LICENSE AGREEMENT.  If you do not agree to the terms of this END-USER LICENSE AGREEMENT, KEIL is unwilling to license the SOFTWARE PRODUCT to you.  In such event, you may not use or copy the SOFTWARE PRODUCT, and you should promptly contact KEIL for instructions on return of the unused product(s) for a refund.

1. GRANT OF LICENSE.  KEIL grants you the right to use one copy of the enclosed SOFTWARE PRODUCT on a single computer.  The SOFTWARE PRODUCT is in use on a computer when it is loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer.  However, installation on a network server for the sole purpose of distribution to one or more other computers shall not constitute "use" for which a separate license is required.

2. COPYRIGHT.  The SOFTWARE PRODUCT is owned by KEIL or its suppliers and is protected by United States copyright laws and international treaty provisions.  Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material (e.g., a book or musical recording) except that you may make one backup copy of the SOFTWARE PRODUCT solely for backup or archival purposes and you may transfer the SOFTWARE PRODUCT to a single hard disk.  You may not copy the written materials that accompany the SOFTWARE PRODUCT.

3. OTHER RESTRICTIONS.  You may not rent or lease the SOFTWARE PRODUCT, but you may transfer the SOFTWARE PRODUCT and all accompanying written materials on a permanent basis provided you retain no copies and the recipient agrees to the terms of this Agreement.  You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT.  If the SOFTWARE PRODUCT is an update or has been updated, any transfer must include the most recent update and all prior versions.

4. RIGHT TO CREATED FILES.  KEIL extends you a royalty-free right to reproduce and distribute executable files (e.g., OMF object modules and HEX files) created using the SOFTWARE PRODUCT provided that you do not use the Keil name, logo, or trademarks to market your software product and that you agree to indemnify, hold harmless, and defend KEIL and its suppliers from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use or distribution of your software product.

5. LIMITED WARRANTY.  KEIL warrants that the SOFTWARE PRODUCT will perform substantially with the accompanying written materials for a period of ninety (90) days from the date of receipt and that any hardware accompanying the SOFTWARE PRODUCT will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt.  Any implied warranties on the SOFTWARE PRODUCT are limited to ninety (90) days.  Any implied warranties on hardware are limited to one (1) year.  Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.

6. CUSTOMER REMEDIES.  The entire liability of KEIL and its suppliers and your exclusive remedy shall be, at the option of KEIL, either return of the price paid or repair or replacement of the SOFTWARE PRODUCT or hardware that does not meet the Limited Warranty and which is returned to KEIL with a copy of your receipt.  This Limited Warranty is void if failure of the SOFTWARE PRODUCT or hardware has resulted from accident, abuse, or misapplication.  Any replacement of the SOFTWARE PRODUCT or hardware will be warranted for the remainder of the original warranty period or thirty (30) days whichever is longer.

7. NO OTHER WARRANTIES.  Except for the limited warranty set forth herein, THE SOFTWARE PRODUCT IS PROVIDED "AS IS."  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEIL AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE PRODUCT, THE ACCOMPANYING WRITTEN MATERIALS, AND ANY ACCOMPANYING HARDWARE.  YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE PRODUCT. WITHOUT LIMITING THE FOREGOING PROVISIONS, KEIL MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS.  SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL KEIL OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES.  IN NO EVENT WILL KEIL BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE KEIL CHARGES FOR A LICENSE TO THE SOFTWARE PRODUCT, EVEN IF KEIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

9. U.S. GOVERNMENT RESTRICTED RIGHTS.  If you are licensing the SOFTWARE PRODUCT and accompanying written materials on behalf of the U.S. Government, the following provisions apply to you.  The SOFTWARE PRODUCT and accompanying written materials have been developed entirely at private expense and are delivered and licensed as "Commercial Items" or "Commercial Computer Software" or "Restricted Computer Software" as those terms are defined in Department of Defense Supplement to the Federal Acquisition Regulations ("DFARS"), Federal Acquisition Regulations ("FAR"), or any successor regulations, whichever is applicable.  You have only those rights provided for such SOFTWARE PRODUCT and accompanying written materials by the applicable FAR or DFARS clause, or the KEIL agreement for the product.

10. EXPORT CONTROLS.  Neither the SOFTWARE PRODUCT nor the accompanying written materials and underlying information or technology may be exported or re-exported (i) into (or to a national or resident of) any country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nations or the United States Commerce Department's Table of Denial Orders.  By using the SOFTWARE PRODUCT you are agreeing to the foregoing and you are certifying that you are not located in, under the control of, or a national or resident of any such country or on any such list.  If the export of the SOFTWARE PRODUCT is controlled under the rules and regulations of the Bureau of Export Administration or the United States Department of Commerce, then the SOFTWARE PRODUCT shall not be exported or re-exported, directly or indirectly, (a) without all export or re-export licenses and United States or other governmental approvals required by any applicable laws, or (b) in violation of any applicable prohibition against the export or re-export of any part of the SOFTWARE PRODUCT.  You acknowledge it is your ultimate responsibility to comply with any and all government export and other applicable laws and that KEIL and its suppliers have no further responsibility after the initial sale to you within the original country of sale.
