At or before the end of the 45-day evaluation period you agree to either purchase license(s) for the Licensed Products, or you must return to Licensor all Licensed Products, remove all software from all computers, including all copies, and agree that you will not use the Licensed Products in any product (internal or commercial) after the expiration of the 45-day evaluation period. You may not keep any personal copies of the Licensed Products for any reason.
The Licensed Products are available free of charge during the 45-day evaluation period. However, if you use the Licensed Products in any way after the 45-day evaluation period has elapsed and you have not purchased a license, then you agree to pay Licensor the appropriate license fee based on your actual use of the Micrium Software, which shall not be less than $8000.00 USD. Such amount shall be due and payable upon demand.
The Licensed Products are for your evaluation only and cannot be used in any internal company or commercial products without prior written permission of Licensor. You may not embed the Micrium Software in any of your own end products. The Licensed Products are provided only to you, and you may not sell, distribute or disseminate in any way the Licensed Products in any manner or in any form, including source code, object code or executable code. You may not copy, edit, change, enhance, re-format, reverse engineer or otherwise modify the Licensed Products. To the extent not licensed to you, all rights to the Licensed Products, in trade secret, copyright, patent or otherwise, and all improvements and modifications thereto, shall at all times remain with Licensor.
The Licensor of the Micriµm Software is Silicon Laboratories Inc., located at 400 W. Cesar Chavez, Austin, TX 78701
As used in this Evaluation License, “Licensed Products” means the Micrium Software and related materials, including documentation, media, manuals, specifications, instructions and printed materials, and any copies or portions thereof, furnished by Licensor to you for use with the Micrium Software. “Micriµm Software” includes all software code and proprietary information in the Licensed Products, including but not limited to source code, object code and executable code.
You affirm that your company has authorized the evaluation of the Licensed Products and intends to consider them for use in your company’s end products. Additionally, budgeting and funding for the purchase of the Licensed Products, consistent with the above referenced quotation, has been pre-approved by your company should you decide to purchase the Licensed Products.
THE MICRIUM SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND and no other warranties, express, implied, statutory or arising from course of performance, course of dealing, usage or trade, are given by Licensor, and all other warranties, including but not limited to express, implied or statutory, are expressly disclaimed.
Licensor neither provides nor assumes any warranty with respect to the Licensed Products provided; does not guarantee the accuracy, adequacy or completeness of any software provided, and is not responsible for any errors or omissions or the results obtained from the use of the software. Your sole and exclusive remedy for any breach of the terms of this Evaluation License or any dissatisfaction with the Licensed Products for any reason shall be discontinuation of your use of the License Products and a return of the Licensed Products to Licensor.
Licensor has no liability for any damages suffered by you by reason of any act or omission of Licensor or any of its employees, contractor, directors, agencies or affiliates, or arising out of or in connection with the LICENSED PRODUCTS, Licensor’s performance under the EVALUATION LICENSE or any use of the documentation, media, manuals, specifications, instructions or printed materials accompanying the Micrium Software, including without limitation any loss of use, lost revenues, lost business opportunities, lost profits, costs associated with down time and any similar and dissimilar losses, costs or damages. In no event shall Licensor be liable for consequential, incidental, special or punitive losses, damages or expenses (including lost profits or savings), even if Licensor has been advised of their possible existence. These allocations of risk are reflected in the terms you have negotiated with Licensor, who would not have been able to provide you with the Licensed Products without this limitation. The limitation of liability shall survive termination of this Evaluation License.
You understand and agree that the Licensed Products constitute confidential and proprietary information of Licensor and agree to maintain the Licensed Products in confidence to the same extent that you maintain such confidentiality to protect your own proprietary information, but not less than a reasonable level of care. You are not authorized to duplicate the Micrium Software (other than as necessary to install and operate it), to disclose the Micrium Software to persons outside of your company, or to use the Micrium Software for any purpose other than evaluation. All confidentiality obligations shall remain in effect for five (5) years from the date of termination of this Evaluation License.
You may not assign this Evaluation License, in whole or in part, without Licensor’s prior written consent. Any attempted assignment without Licensors prior written consent shall be null and void. The waiver of any default or breach of this Evaluation License does not constitute a waiver of any other or subsequent default or breach. This Evaluation License is governed by the laws of the state of Texas, without regard for its conflicts of laws provisions or the 1980 United Nations’ Convention on Contracts for International Sale of Goods. All disputes concerning this Evaluation License 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.
THIS LICENSE EXPIRES 45 DAYS AFTER THE DATE YOU DOWNLOAD THE SOFTWARE. If you wish to extend the term of this Evaluation License, you must contact Licensor directly at firstname.lastname@example.org.
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