MASTER SOFTWARE LICENSE AGREEMENT

Version 20170920

THIS MASTER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF THE LICENSED MATERIALS. INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT REGARDLESS OF WHETHER YOU CLICK THE “ACCEPT” BUTTON. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OR IF YOU ARE NOT AUTHORIZED TO ACCEPT THE TERMS OF THIS LICENSE ON BEHALF OF YOUR EMPLOYER, DECLINE THE LICENSE TERMS AND DO NOT USE THE SOFTWARE OR DOCUMENTATION. THESE TERMS GOVERN YOUR CONTINUED USE OF THE LICENSED MATERIALS THAT YOU DOWNLOAD NOW OR IN THE FUTURE, INCLUDING SUCH ADDITIONAL SOFTWARE MADE AVAILABLE TO YOU THROUGH THE LICENSED MATERIALS YOU HAVE SELECTED, AND ALL UPDATES AND VERSIONS OF SUCH SOFTWARE.


1. Definitions.

“Application” means a product developed by Licensee, or for Licensee by a third party, that contains Licensed Programs.

Authorized Application” means an Application that contains, integrates, is packaged with, or functions with a Silicon Labs Device in Licensee’s Application. This includes a Licensed Program embedded in a network co-processor or host processor that operates in conjunction with a Silicon Labs Device.

Authorized Subcontractor” means a third-party subcontractor that you engage to design or manufacture Authorized Applications and has executed an agreement that is consistent with the terms of this Agreement, including its confidentiality provisions. At all times, you shall remain responsible for the actions or non-actions of you Authorized Subcontractors the same as if the action on non-action was committed by you.

Commercial License” means an executed, in effect, software license agreement between Licensee and Silicon Labs that governs Licensee’s rights and obligations with respect to Licensee’s use of Micrium Software.

"Commercial Purpose” means embedding Micrium Software in any Application that you sell or license to End Users or plan to do so.

Derivative Works” means a work based upon the Source Code version of the Software, such as a revision, modification, translation, abridgment, condensation, expansion or any other form in which such Software may be recast, transformed or adapted, and that, if prepared without authorization from Silicon Labs, would constitute copyright infringement.

Development Tool” means a software provided by Silicon Labs to enable development of Authorized Applications, configuration of Silicon Labs Devices and Software.

Documentation” means Silicon Labs technical documentation related to the Software, excluding advertising or marketing materials.

Embedded Stacks” means Software (other than Micrium Software) that is stack libraries, application layers, and example code.

End User” means a purchaser, sublicensee, recipient and/or user of an Application obtained directly or indirectly from Licensee.

External Manufacturers” means a third-party manufacturer, including such manufacturer's subcontractors and agents, which is authorized by Licensee to design and/or manufacture the Applications and to use, install, and test the Applications and the Licensed Programs.

Firmware” means executable or binary code that is embedded in the Silicon Labs Device in ROM or flash memory and cannot be modified by Licensee.

Licensee” or “you” means the acquirer of the license rights granted by this Agreement. If you are an individual working solely on your own behalf, then you are the Licensee. If you are an employee working on behalf of your employer, then your employer is the Licensee and you confirm that you are authorized to accept the terms of this Agreement on behalf of your Employer.

Licensed Programs” means Software in Object Code form that was either originally in Object Code form or was compiled from the Software or Derivative Works and is designed to operate in Applications in conjunction with Silicon Labs Devices.

Licensed Materials” means Software and the related Documentation including all updates and upgrades of the foregoing.

Micrium Software” means the Micrium real time kernel within the Micrium real time operating system (Micrium OS).

Object Code” means computer programming code in binary form suitable for machine execution by a processor without the intervening steps of interpretation or compilation.

Open Source Software” means the Source Code version of software that may be freely used, modified or distributed without payment of a license fee or royalties subject to the terms of a publicly available software license.

Personal Information” means data concerning an individual user, including but not limited to a user’s activity on a Silicon Labs website, location, IP address, mobile device ID, name, or biometric data collected, stored or transmitted by a Silicon Lab Device or Software.

SDK” means software development kit (other than Micrium Software).

Silicon Labs” means Silicon Laboratories Inc., a Delaware corporation located at 400 W. Cesar Chavez, Austin, TX 78701 if you are physically located within the United States. If you are physically located outside of the United States, Silicon Labs means Silicon Laboratories International Pte Ltd., a Singapore corporation located at No. 18 Tai Seng Street, #05-01, 18 Tai Seng, Singapore 539775.

"Silicon Labs Devices” means Silicon Labs branded integrated circuit chips purchased from Silicon Labs or one of its authorized distributors.

Silicon Labs Open Source Code” means Software created by Silicon Labs and delivered to Licensee in Source Code format and which may be used by Licensee subject only to the terms set forth in Section 6 of this Agreement.

Software” means the computer programing code that was downloaded or otherwise distributed to Licensee and which is the subject of this Agreement. Software may be in Object Code or Source Code form or may be embedded as Firmware in a Silicon Labs Device. Software includes Embedded Stacks, SDKs and Development Tools. Your rights are different depending on whether the Software is delivered to you in Object Code, Source Code or Firmware. Software that is Micrium Software is subject to specific terms and conditions defined in Section 2.

Source Code” means the computer programming code in an uncompiled form readable by humans which cannot be executed by a processor unless it is compiled into binary form.

Third Party Software” means any software that Silicon Labs has licensed from a third party.

Warranty Period” means the period of time ending thirty (30) days after the first delivery of the Software to the Licensee, whether such delivery is in the form of a download or actual physical delivery.

Unauthorized Use” means use or inclusion of the Licensed Materials in (a) life support, aeronautical, aerospace, medical, military or nuclear applications; (b) FDA Class III or other devices for which FDA premarket approval is required; (c) implantable devices; (d) life support or life endangering applications where failure or inaccuracy might cause death or personal injury; and (e) automotive or transportation applications or environments unless the specific Silicon Labs Device has been designated by Silicon Labs as compliant with ISO/TS 16949 requirements.
 

2. Micrium Software.

The following terms and conditions apply only to Micrium Software.

2.1. Commercial Purpose. You are permitted to use the Micrium Software for a Commercial Purpose only if: (a) you execute a Commercial License with Silicon Labs or (b) you embed the Micrium Software into a Silicon Labs Device. If you have executed a Commercial License you may embed the Micrium Software in a non-Silicon Labs Device, but only pursuant to the terms of such Commercial License.

2.2. Distribution. The Micrium Software is licensed only to you, and you may not sell, distribute or disseminate the Micrium Software in any manner or in any form, including source code, object code or executable code unless you have executed a Commercial License with Silicon Labs which gives you the right to embed Micrium Software into Applications.

2.3. Commercial License. If you have not executed a Commercial License with Silicon Labs and you use the Micrium Software for a Commercial Purpose on a non-Silicon Labs Device then you agree to pay Silicon Labs the appropriate license fee based on your actual use of the Micrium Software according to Silicon Labs’ then-current price list, which shall not be less than $8000.00 USD. Such amount shall be due and payable upon demand. If you have executed a Commercial License with Silicon Labs, the terms of such Commercial License take precedence over the terms of this Agreement. Contact your legal department for a copy of the Commercial License.
 

3. License Grant.

Silicon Labs hereby grants Licensee a limited, non-transferable, non-exclusive, perpetual license to use the Licensed Materials solely under the following terms and condition:

3.1. Object Code. With respect to Software (other than Micrium Software) that is delivered to Licensee by Silicon Labs in Object Code format, Licensee may:

3.1.1. (a) if the Software is an Embedded Stack, you may install one copy of the Software and its components all together on a single computer, and if the Software is copied onto another computer, the original copy must be deleted or otherwise made irreversibly inoperable; (b) if the Software is an SDK or a Development Tool, you may make multiple copies of the Software for your own internal use;

3.1.2. store one copy of the Software for archival (non-operational) purposes only, so long as access to such copy is restricted;

3.1.3. use the Licensed Materials to develop applications to be used to program Silicon Labs Devices;

3.1.4. incorporate the Licensed Materials into an Authorized Application;

3.1.5. facilitate the integration of the Licensed Materials and Silicon Labs Devices into Authorized Applications; and

3.1.6. distribute copies of the Licensed Materials to Licensee’s end-user customers, to the extent such copies are in Object Code form only and are incorporated into Authorized Applications.

3.2. Source Code. With respect to Software (other than Micrium Software) that is delivered to Licensee by Silicon Labs in Source Code format, Licensee may:

3.2.1. use the sample application software in Source Code format to develop and compile applications for use in Authorized Applications;

3.2.2. copy, prepare Derivative Works of, compile and modify Source Code of the Silicon Labs Software, solely to enable Licensee to design, develop, modify, test, support and/or debug Derivative Works and/or Licensed Programs that are intended to operate in Authorized Applications;

3.2.3. reproduce and distribute Derivative Works to Authorized Subcontractors under agreements consistent with Licensee’s rights and obligations under this Agreement solely (a) to modify for Licensee’s use in developing and maintaining the Licensed Programs; and (b) to enable Licensee to distribute Licensed Programs externally to End Users in accordance with Section 3.2.5 below;

3.2.4. reproduce and distribute Licensed Programs internally and to Licensee’s External Manufacturers under agreements consistent with Licensee’s rights and obligations under this Agreement, solely (a) for Licensee’s use in developing and maintaining the Licensed Programs; and (b) to enable Licensee to distribute Licensed Programs externally to End Users in accordance with Section 3.2.5 below; and

3.2.5. distribute Licensed Programs externally to Licensee’s End Users, either directly or through Licensee’s distribution channels and methods, but only for use with Authorized Applications and not on a standalone basis.


4. License Restrictions.

The Licensed Materials shall only be used as permitted by this Agreement. Any use of the Licensed Materials not specifically authorized by this Agreement is prohibited.

4.1. Without limiting the foregoing restriction, and except as authorized by this Agreement, Licensee shall not:

4.1.1. assign, sublicense, or otherwise transfer the Licensed Materials to any third party;

4.1.2. reverse compile, disassemble, alter, add to, delete from, or otherwise modify Software delivered to Licensee in Object Code form or in libraries in the Licensed Materials;

4.1.3. publish the Licensed Materials in any manner that would cause it to become part of the public domain or otherwise become subject to the terms of an Open Source Software license;

4.1.4. transmit Software over any network;

4.1.5. use the Licensed Materials except in conjunction with Silicon Labs Devices;

4.1.6. distribute the Source Code form of Software to any third party, in whole or in part; or

4.1.7. remove any copyright, trademark, patent or other proprietary notices from the Licensed Materials or any portion thereof.

4.2. Licensee shall not use the Licensed Materials in any way to further the development or improvement of any product that does or would compete with any Silicon Labs Device.

4.3. If the Software is provided to demonstrate the capability of Silicon Labs Devices, it shall be used only for this purpose. Incorporation of the demonstration version of Silicon Labs Software into Applications is solely at Licensee’s risk and liability.

4.4. Any subsequent distribution or transfer of the Licensed Programs to End Users shall remain subject to the terms and conditions of this Agreement. Whether by execution of an end-user license agreement or other commercially reasonable means, Licensee shall ensure that its End Users’ use of the Licensed Programs shall only be permitted if they are incorporated into Authorized Applications. Licensee shall prohibit any further sublicensing, distribution, sale, marketing, reproduction, modification, reverse engineering or decompiling of the Licensed Programs.

4.5. Licensor may include features in the Software to restrict use of the Software that does not comply with the terms of this Agreement.


5. Unauthorized Use.

The Licensed Materials are not licensed, designed, intended, authorized, or warranted for Unauthorized Use. Licensee shall be solely and exclusively responsible for any Unauthorized Uses by Licensee, Licensee’s Authorized Subcontractors, Licensee’s End Users or other sublicensees, and any Unauthorized Use by such Authorized Subcontractors, End Users or sublicensees, with or without the knowledge of Licensee, shall be attributed to Licensee. Licensee agrees to defend and indemnify Silicon Labs for all third-party claims and for all damages, costs and fees, including Silicon Labs’ attorneys’ fees, arising from any such Unauthorized Use of the Licensed Materials.


6. Open Source Software.

6.1. If the Software includes any Open Source Software, such Software and the relevant Open Source Software license under which such Software is licensed are disclosed at www.silabs.com. All use of such Open Source Software by Licensee is subject to the terms of the relevant open source software license and Licensee’s use of such Software is expressly conditioned upon Licensee’s compliance with the term of such license.

6.2. If the Software is Silicon Labs Open Source Code, then the following provisions apply:

6.2.1. Silicon Labs hereby grants to Licensee a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute Silicon Labs Open Source Code and such Derivative Works in Source Code or Object Code form.

6.2.2. Silicon Labs hereby grants to Licensee a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Silicon Labs Open Source Code, where such license applies only to those patent claims licensable by Silicon Labs that are necessarily infringed by Licensee’s use of the Silicon Labs Open Source Code or by combination with any other device or software.

6.2.3. Licensee may add Licensee’s own copyright statement to Licensee’s modifications of Silicon Labs Open Source Software and may provide additional or different license terms and conditions for use, reproduction, or distribution of such modifications, or for any such Derivative Works as a whole, provided Licensee’s use, reproduction, and distribution of the Silicon Labs Open Source Software otherwise complies with the conditions stated in this License.

6.2.4. Licensee may reproduce and distribute copies of the Silicon Labs Open Source Code or Derivative Works thereof in any medium, with or without modifications, and in Source Code or Object Code form, provided that Licensee meets the following conditions: (a) Licensee must give any other recipients of the Silicon Labs Open Source Code or Derivative Works a copy of this License; and (b) Licensee must cause any modified files to carry prominent notices stating that Licensee changed the files; and (c) Licensee must retain, in the Source Code form of any Derivative Works that Licensee distributes, all copyright, patent, trademark, and attribution notices from the Source Code form of the Silicon Labs Open Source Code, excluding those notices that do not pertain to any part of the Derivative Works; and (d) If the Silicon Labs Open Source Code includes a "NOTICE" text file as part of its distribution, then any Derivative Works that Licensee distributes must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source Code form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. Licensee may add Licensee’s own attribution notices within Derivative Works that Licensee distributes, alongside or as an addendum to the NOTICE text from the Silicon Labs Open Source Code, provided that such additional attribution notices cannot be construed as modifying the License.

6.3. With respect to Software that is not Open Source Software, Licensee shall not:

6.3.1. cause the Software to become subject to any Open Source Software license, including but limited to the general public license (GPL) or the lesser general public license (LGPL);

6.3.2. cause the Software to be disclosed into the public domain or to any third party except for those third parties to whom License is authorized to distribute Licensed Programs under Sections 3.1.6 or 3.2.5; or 6.3.3. cause any part of the Software to become a derivative of any Open Source Software.

6.4. Licensee shall not enable or permit any of its End Users to breach the provisions of this Section 6, and shall include similar restrictive provisions in its end user license agreement with such End Users. If Licensee breaches this Section 6, Licensee shall indemnify and hold Silicon Labs harmless from all costs, claims, settlements and judgments incurred by Silicon Labs, including attorneys’ fees, in the process of defending, challenging and/or settling any demand, claim or order that the Software is subject to an Open Source Software license or must be disclosed into the public domain or to any third party.


7. Third Party Software.

7.1. If the Software contains any Third Party Software, all use of such Third Party Software shall be subject to the terms of the license from such third party to Silicon Labs or a separate end user license agreement, if available, which may be set forth in the header files of the Third Party Software. You agree to comply with all terms and conditions for use of Third Party Software.

7.2. Silicon Labs has licensed the BLE Homekit from Apple. You may not download or use the BLE Homekit software unless you have executed a MFi License with Apple.

7.3. Silicon Labs does not make any endorsements or representations concerning Third Party Software and disclaims all implied warranties concerning Third Party Software. Third Party Software is offered “AS IS.”


8. Inspection Rights.

Silicon Labs shall have the right, upon reasonable advance notice, to inspect Licensee's records and facilities with respect to the manufacture of Applications and to receive sample units of Applications in order to verify that such manufacturing is within the scope of this Agreement, that there are appropriate security procedures to protect Silicon Labs’ Confidential Information, and that Licensee is in compliance with its other obligations under this Agreement.


9. No Other Licenses.

The licenses granted under this Agreement are specifically set forth herein, and no licenses are granted by Silicon Labs to Licensee by implication or estoppel, and no licenses shall be granted by the parties’ course of doing business.


10. Upgrades, Updates, New Versions.

Although it has no obligation to do so, Silicon Labs may introduce updates, upgrades or new versions of the Software from time to time. Licensee is under no obligation to download or use the updates, upgrade or new version of Software; however, if Licensee elects to do so, the licenses granted to Licensee pursuant to this Agreement shall be deemed to include such updates, upgrades and new versions. In the case of any bug fix, improvement, work-around, or correction made to the Software by Licensee, Licensee agrees to provide to Silicon Labs, at no cost, the source code and any documentation reasonably required for Silicon Labs to be able to incorporate such changes into the Silicon Labs Software.


11. Regulatory Compliance.

Silicon Labs does not warrant that Software or any Application will comply with the regulatory requirements of the United States or any other country. Licensee is solely responsible for complying with such requirements and for obtaining necessary government certifications, if any.


12. License Fee and Royalties.

Unless Licensee has executed a Commercial License with Silicon Labs, Licensee is not obligated to pay any license fees or royalties to Silicon Labs so long as Licensee complies with the terms of the licenses set forth herein. If Licensee has executed a Commercial License, Licensee agree to pay all license fees, maintenance fees and subscription fees described in such Commercial License.


13. No Resale Fees.

Licensee may not directly or indirectly charge any fee or otherwise require or accept any type of monetary compensation solely for redistributing the Licensed Materials which is in excess of any amount paid to Silicon Labs for the same Licensed Materials. This does not apply to the sale of hardware products having the Licensed Materials in object code form embedded within.


14. Proprietary Rights.

All rights and title in and to the Licensed Materials, including without limitation, patents, copyrights, moral rights, trademarks and trade secret rights, belong to Silicon Labs or its licensors. Except for the rights expressly granted herein, no other rights are granted to Licensee with respect to the Licensed Materials.


15. Confidential Information.

You agree that the Licensed Materials contain confidential information, including trade secrets, know-how and other information, that comprise the exclusive property of Silicon Labs or its licensors. During the period this Agreement is in effect and at all times after its termination, you shall maintain the confidentiality of this information and shall not sell, license, sublicense, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as authorized by this Agreement.


16. Limited Warranty and Remedies.

Silicon Labs warrants that, during the Warranty Period, the Software will function substantially in accordance with the Documentation when used with Silicon Labs Devices and that the media on which the Software is furnished will be free from defects in material and workmanship, under normal use and service, when correctly installed and maintained. Silicon Labs does not warrant that the functions in the Licensed Materials will meet Licensee’s specific requirements or that the operation of the Software will be uninterrupted or error free. Silicon Labs does not warrant that the Software does not contain any viruses or bugs. If Licensee notifies Silicon Labs, during the Warranty Period, of a failure of the Software to conform to the limited warranty stated in this section, Silicon Labs’ sole obligation, and Licensee’s sole remedy, will be, at Silicon Labs’ sole discretion: (i) replacement of the Software, or part thereof, with a functionally equivalent software product or part, or (ii) repair of the Software. Without limiting any term or condition stated in this Agreement, this warranty does not apply to any nonconformance caused by (A) improper or inadequate maintenance or calibration, or (B) software or interfacing equipment, parts or supplies not supplied by Silicon Labs or its authorized distributor, (C) modifications to the Software or (D) Unauthorized Use of the Software.


17. WARRANTY DISCLAIMER.

EXCEPT AS PROVIDED ABOVE IN SECTION 16, THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED MATERIALS IS WITH LICENSEE. SILICON LABS DOES NOT WARRANT THAT THE LICENSED MATERIALS ARE FREE FROM DEFECTS THAT COULD CAUSE VULNERABILITY TO CYBER-ATTACK, DATA BREACH OR PRIVACY VIOLATIONS. SILICON LABS DISCLAIMS ALL LIABILITY RELATED TO LICENSEE’S DATA THAT MAY BE RECEIVED, STORED OR USED BY SILICON LABS DEVICES OR SOFTWARE OR INTERCEPTED BY THIRD PARTIES. SILICON LABS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY THIRD PARTIES, INCLUDING MACILICOUS USE OF, OR INTEFERENCE WITH TRANSMISSION OF, LICENSEE’S DATA.


18. LIMITATION OF LIABILITY.

SILICON LABS’ SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPAIR OR REPLACEMENT OF THE LICENSED MATERIALS ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT SHALL SILICON LABS OR ANY OF ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR SIMILAR DAMAGES, SUCH AS (BUT NOT LIMITED TO) LOSS OF BUSINESS REVENUES, PROFITS OR SAVINGS OR LOSS OF DATA RESULTING FROM THE USE OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF SILICON LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES ARISING FROM THE FAILURE OF THE SILICON LABS DEVICE TO TRANSMIT DATA ARISING FROM A FAILURE OF THE SOFTWARE TO PERFORM IN SUBSTANTIAL ACCORDANCE WITH THE DOCUMENTATION. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF SILICON LABS TO LICENSEE FOR ALL MATTERS RELATED TO THE LICENSED MATERIALS EXCEED THE AMOUNT PAID BY LICENSEE TO SILICON LABS FOR SUCH LICENSED MATERIALS OR ONE UNITED STATES DOLLAR ($1.00 USD). YOU ACKNOWLEDGE THAT THE AMOUNT PAID BY YOU FOR THE LICENSED MATERIALS REFLECTS THIS ALLOCATION OF RISK.


19. Data Collection.

To the extent that Silicon Labs Devices collect, store or transfer Personal Information, Silicon Labs may use such Personal Information for its own internal purposes, including marketing Silicon Labs Devices to the user. Silicon Labs will not sell Personal Information to third parties. Silicon Labs Devices will not transfer Personal Information to other devices in a network or to third parties except to the extent necessary to perform the intended function of the Silicon Labs Device. Silicon Labs will not be liable to Licensee or Licensee’s customers for (a) any intended transfer of Personal Information described in the Documentation for the Silicon Labs Device; (b) any unintended transfer of Personal Information or loss of data caused by any third parties or third party devices or software, including hacking, malware, eavesdropping, man-in-the-middle attacks or other intentional acts; or (c) unauthorized access to or misuse of Personal Information by third parties.


20. Term and Termination.

This Agreement will take effect on the date the Licensed Materials are acquired by or delivered to Licensee, and will remain in effect unless terminated as provided below. If you breach any of your obligations under this Agreement, this Agreement will immediately and automatically terminate. You may terminate this Agreement at any time by destroying all copies of the Licensed Materials. Upon termination of this Agreement, you shall immediately discontinue the use of the Licensed Materials and shall return or provide certification to Silicon Labs of the destruction of all copies of the Licensed Materials. You many keep one copy of the Licensed Materials for archival (non-operational) purposes only, so long as access to such copies is restricted. If the Agreement is terminated by Silicon Labs, you may continue to distribute copies of the Software already installed in finished inventory, but you may not make any additional copies or install the Software in additional products. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Silicon Labs’ proprietary rights, shall survive any termination of this Agreement for any reason.


21. Termination of License.

If you institute patent litigation against Silicon Labs or any of its Affiliates (including a cross-claim or counterclaim in a lawsuit) alleging that the Licensed Programs directly or indirectly infringe a patent of Licensee, then any patent licenses granted to you under this Agreement for that Licensed Program shall terminate as of the date such litigation is filed.


22. Export Restrictions.

You may not export or re-export the Software or any Licensed Programs, or any copy thereof, in violation of any applicable laws or regulations.


23. Amendments.

This Agreement may be amended unilaterally by Silicon Labs at any time. The most recent version of this Agreement supersedes and replaces all prior versions. In the event of any conflicting terms, the terms of the most recent version of this Agreement shall control.


24. Miscellaneous.

This Agreement sets forth the entire agreement and understanding between the parties and neither party shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter hereof other than as provided herein or as duly set forth on or after the date hereof in writing and signed by a proper and duly authorized representative of the party to be bound thereby. The failure of any party at any time to require performance of any provision of this Agreement shall in not affect the right of such party to enforce the terms of this Agreement at a later time. No waiver by any party of any condition or of any breach of any term contained in this Agreement, in any one or more instances, shall be construed as a further or continuing waiver of any such condition or of any breach of any such term or any other term set forth in this Agreement. If any provision of this Agreement is unenforceable for any reason, the remaining terms of the Agreement shall not be deemed invalid, inoperative, or unenforceable and, if possible, the unenforceable provision shall be modified or interpreted in a manner to make it enforceable.


25. Governing Law.

This Agreement shall be governed by the laws of the State of Texas, United States of America, without regard to that state’s conflicts of laws rules. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply. In any dispute arising out of this Agreement, the parties each consent to the exclusive personal jurisdiction and venue in the State and Federal courts located within Travis County, Texas, United States of America. All disputes concerning this Agreement shall be resolved by binding arbitration in Travis County, Texas before a single arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. The arbitration award shall include an award of attorneys’ fees to the prevailing party. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 26. Injunctive Relief. The copying, disclosure, or use of the Software in a manner inconsistent with any provision of this Agreement or the improper use of the Silicon Labs trademarks may cause irreparable injury to Silicon Labs for which Silicon Labs may not have an adequate remedy at law. Silicon Labs may be entitled to equitable relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions. 27. Silicon Labs Trademarks. Silicon Labs and the Silicon Labs logo are trademarks of Silicon Laboratories Inc. in the United States and other countries. No use of the Silicon Labs trademarks by Licensee is implied or consented to by Silicon Labs by entering into this Agreement. 28. Commercial Computer Software. If Licensee is an agency of the U.S. Government, the following will apply: The Software has been developed entirely at private expense, is regularly used for nongovernmental purposes and has been licensed to the public. The Software is a “commercial item” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 (Sept. 1995) or as “commercial computer software” as that term is defined in 48 C.F.R. 252.227-7014 (June 1995) or any equivalent agency regulation or contract clause, whichever is applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government agencies acquire only those rights to the Software as are expressly set forth herein.

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