SOFTWARE LICENSE 

THIS SOFTWARE LICENSE RESTRICTS USE OF THIS SOFTWARE.  IT MAY ONLY BE USED IN CONNECTION WITH INTEGRATED CIRCUITS SUPPLIED BY SILICON LABS. 

This Software License Agreement (this Agreement) is entered into by the Licensee and Silicon Laboratories Inc., located at 400 W. Cesar Chavez, Austin, TX  78701 and Silicon Laboratories International Pte Ltd., located at No. 6 Serangoon North Avenue 5, #06-01, Singapore 554910 (collectively Silicon Labs). Silicon Labs is willing to grant Licensee a license to use this Software only upon Licensees acceptance of the terms and conditions set forth below.

1. DEFINITIONS

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

1.2. Licensed Materials
 means Silicon Labs Software and Silicon Labs Technical Documentation and all Updates and Upgrades of the foregoing.

1.3. Licensee
 means the employer of the individual who accepts the terms of this Software License by downloading the Silicon Labs Software.

1.4. Licensee Product
 means an application developed by Licensee, or for Licensee by a third party, that contains Silicon Labs Software. Authorized Licensee Product
 means a Licensee Product that contains, integrates, is packaged with, or functions with a Silicon Labs Device.

1.5. Silicon Labs Software
 means the software program downloaded by Licensee and any Updates, Upgrades or New Versions of each of these programs. Silicon Labs Software may include firmware, source code, or object code, and includes all related algorithms.

1.6. Silicon Labs Device
 means integrated circuits and MCUs designed by Silicon Labs and offered for sale by Silicon Labs or through its distributors.

1.7. Silicon Labs Technical Documentation
 means the technical documentation, engineering schematics, and other materials relating to Silicon Labs Software, which may be distributed to Licensee electronically, in printed form, or by download from Silicon Labs website.

1.8. Unauthorized Use
 means incorporating or integrating Silicon Labs Software into any integrated circuit other than a Silicon Labs Device, or any use of the Silicon Labs Software in violation of Section 2.3. 

1.9. Update
 means a new release of Silicon Labs Software that provides additional functionality.

1.10. Upgrade
 means a bug fix, workaround, or patch to correct any reproducible error in Silicon Labs Software.

2. LICENSES GRANTED

2.1. Scope of License. Subject to the terms and conditions of this Agreement, Silicon Labs hereby grants to Licensee a personal, limited, non-exclusive, non-transferable (except as provided in Section 9.7 (Assignment)), worldwide, royalty-free, license to the Licensed Materials solely to:

2.1.1. to use, reproduce, modify and create Derivative Works of and from the Licensed Materials;

2.1.2. incorporate the Licensed Materials and/or Derivative Works thereof with the Licensee Product solely for use with Silicon Labs Devices; 

2.1.3. facilitate the integration of the Licensed Materials, Silicon Labs Devices and Licensee Products by third party customers of Licensee and Silicon Labs; and

2.1.4. market, promote, sell, license and/or distribute copies, in object code form only, of the Licensed Materials and Derivative Works as part of Authorized Licensee Products to Licensees end-user customers.

2.2. Limitations.  All rights to use, modify, combine, distribute, manufacture, or sublicense the Silicon Labs Software, except to the extent specifically granted pursuant to this Agreement, are expressly and exclusively retained by Silicon Labs.  In addition, the following restrictions apply to the Silicon Labs Software.

2.2.1. Silicon Labs Software can only be used in Silicon Labs Devices or in an Authorized Licensee Product.

2.2.2. Silicon Labs Software that is provided to demonstrate the capability of Silicon Labs Devices may only be used for this purpose.  Incorporation of demonstration versions of Silicon Labs Software into Licensee Products is solely at Licensees risk and liability.

2.2.3. If Silicon Labs Software is firmware, Silicon Labs is not responsible for the performance of the firmware or the Silicon Labs Device if Licensee makes any modifications to the Silicon Labs Software.

2.2.4. The source code version of Silicon Labs Software may not be distributed or transferred to any third party, in whole or in part.

2.2.5. Licensee shall not sublicense, sell, assign, rent, lease or use any portion of the Silicon Labs Software as a standalone product, or modify any portion of the Licensed Materials for the purpose of distributing the same as a standalone product.

2.2.6. Licensee shall not reverse engineer, reverse compile/decompile, modify, dissemble, translate, or make any attempt (or encourage any third party to attempt) to discover the source code of any portion of the Silicon Labs Software provided in executable form.

2.2.7. Licensee is entitled to modify the source code version of the Silicon Labs Software for the sole purpose of incorporating the Silicon Labs Software into the Licensee Product for exclusive use with Silicon Labs Devices.

2.2.8. 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.

2.2.9. Any distribution or transfer of the Silicon Labs Software or Derivative Works to an end user shall be subject to the terms and conditions of an end-user license agreement that strictly limits any use of the Silicon Labs Software and/or the Derivative Works only as they are incorporated into the Licensee Product and prohibits any further sublicensing, distribution, sale, marketing, reproduction, modification, reverse engineering or decompiling of the Silicon Labs Software or Derivative Works.  Licensee expressly agrees not to distribute Silicon Labs Software to any third party sublicensee that has not accepted the terms of such end-user license agreement.

2.3. Unauthorized Use.  Licensee shall be responsible for any Unauthorized Uses by Licensees contract manufacturer or other sublicensee, and any Unauthorized Use by such sublicensee, with or without the knowledge of Licensee, shall be attributed to Licensee. The Licensed Materials are not licensed, designed, intended, authorized, or warranted for use or inclusion in life support, governmental, aeronautical, aerospace, medical, military or nuclear applications, FDA Class III or other devices for which FDA premarket approval is required, implantable devices, or in life endangering applications where failure or inaccuracy might cause death or personal injury. Licensed Materials shall not be used for 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.  Licensee agrees to indemnify and hold Silicon Labs harmless for any claims for damages arising from any Unauthorized Use or breach of Licensees obligations set forth in this Agreement.

2.4. Open Source.  If the Silicon Labs Software is delivered to Licensee in the form of source code, Licensee shall not (a) cause the Silicon Labs Software to become subject to any open source software license, including the general public license (GPL) or the lesser general public license (LGPL), or (b) cause the Silicon Labs Software to be disclosed into the public domain or to any third party or (c) cause any part of the Silicon Labs Software to become a derivative of any open source software.  Licensee shall not enable or permit any of its customers to breach the provisions of this Section 2.4, and shall include similar restrictive provisions in its end user license agreement with such customers. If Licensee breaches this Section 2.4, 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 Silicon Labs deliverable is subject to an open source license or must be disclosed into the public domain or to any third party.

2.5. 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 the Licensee Products hereunder and to receive sample units thereof 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.

2.6. 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.

2.7. License Fee and Royalties.  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.  

2.8. 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.

3. OWNERSHIP OF LICENSED MATERIALS AND DERIVATIVE WORKS

3.1. Ownership.  Silicon Labs retains all title and ownership of all proprietary rights, including but not limited to any and all intellectual property and moral rights, to the Licensed Materials and any Derivative Works, modifications or corrections thereto, regardless of the creator. Nothing set out in this Agreement shall be construed to constitute a sale of the title, ownership or proprietary rights with respect to the Licensed Materials. Except as expressly set forth herein, no license to any intellectual property is granted. Licensee shall not file any patents related to its use of, or improvements to, the Licensed Materials.  If Licensee has filed or in the future files any patents that would have the effect of causing the Licensed Materials to infringe such patents, Licensee shall grant to Silicon Labs an unlimited, worldwide, non-exclusive, royalty-free, perpetual license to use the covered invention for any purpose.

3.2. Proprietary Rights Notices. Licensee agrees that it will not remove, alter or otherwise obscure any proprietary rights notices appearing in the Silicon Labs Materials.  Further, Licensee agrees that it will cause to appear on the container or label for each unit of the Licensee Products manufactured hereunder appropriate patent and copyright notices and proprietary data legends as contained in the Silicon Labs Materials delivered by Silicon Labs or as otherwise reasonably required by Silicon Labs.

3.3. U.S. Government Restricted Rights Legend. All Silicon Labs technical data and computer software is commercial in nature and developed solely at private expense.  Software is delivered as Commercial Computer Software as defined in DFARS 252.227-7014 (June 1995) or as a commercial item as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in Silicon Labs standard commercial license for such software.  Technical data is provided with limited rights only as provided in DFARS 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable. Licensee will: (a) identify and license the software developed by Licensee hereunder in all proposals and agreements with the United States Government or any contractor therefor; and (b) legend or mark such software provided pursuant to any agreement with the United States Government or any contractor therefor in a form sufficient to obtain for Silicon Labs and its suppliers the protection intended by this Section 9.3 (U.S. Government Restricted Rights Legend). Licensee agrees not to remove or deface any portion of any legend on any software or documentation delivered to it under this Agreement.

3.4. End-User Licensing. Licensee may grant end-user software licenses to its customers, provided that such customers have agreed to be bound by the terms of this Agreement and are obligated to maintain the confidentiality of the Silicon Labs Materials by a current and enforceable confidentiality agreement.  Licensee agrees to include in its end-user software licenses such terms and conditions for use outside of the United States any country-specific provisions needed to comply with the foregoing, and agrees to enforce the terms and conditions applicable to the Silicon Labs Software contained in such license.

4. UPDATE, UPGRADES, NEW VERSIONS

Although it has no obligation to do so, Silicon Labs may introduce Updates, Upgrades or new versions of the Silicon Labs Software from time to time.  Licensee is under no obligation to download or use the Updates, Upgrade or new version of Silicon Labs Software; however, if Licensee elects to do so, the licenses granted to Licensee pursuant to Section 2 above 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 Silicon Labs Software by Licensee, Licensee agrees to provide to Silicon Labs the source code and any documentation reasonably required for Silicon Labs to be able to incorporate such changes into the Silicon Labs Software. 


5. LIMITED WARRANTY AND LIMITED LIABILITY

5.1. Limited Warranty. THE SILICON LABS SOFTWARE IS PROVIDED AS IS.  SILICON LABS MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SATISFACTORY QUALITY, NON-INFRINGMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE ARE EXPRESSLY EXCLUDED.  Silicon Labs disclaims all responsibility for the accuracy or reliability of the Silicon Labs Software and does not warrant that it will meet the users requirements, be uninterrupted or error-free, or that any defect in the software will be corrected.  Licensee assumes the entire risk arising out of use or performance of the Silicon Labs Software provided herewith. 

5.2. Limited Liability.  IN NO EVENT SHALL SILICON LABS HAVE ANY LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE, LOSS OF BUSINESS, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  IN NO EVENT SHALL SILICON LABS' TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO SILICON LABS UNDER THIS AGREEMENT.

5.3. Licensee Product Warranty. Licensee shall be solely responsible for customer warranties of any and all products manufactured by Licensee pursuant to this Agreement.

5.4. Regulatory Compliance.  Silicon Labs does not warrant that Silicon Labs Software or any Licensee Product 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.

6. CONFIDENTIALITY

6.1. Confidential Information
 means that information of either party (Disclosing Party) which is disclosed to the other party (Receiving Party) pursuant to this Agreement, in written form and marked Confidential,
 
Proprietary
 or similar designation, or if disclosed orally, the Disclosing Party shall indicate that such information is confidential at the time of disclosure and send a written summary of such information to the Receiving Party within thirty (30) days of disclosure and mark such summary Confidential. Confidential Information shall include, but not be limited to, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, designs, contracts, customer lists, financial information, product plans, sales and marketing plans, business information and the terms of this Agreement.  References to a Receiving Party or a Disclosing Party shall also include all present and future subsidiary and parent companies of such party, subject to the restrictions contained in this Agreement.

6.2. Confidential Information. Each party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party.  The Receiving Party shall, at all times, both during the term of this Agreement and thereafter for a period of five (5) years keep in confidence and trust all of the Disclosing Party's Confidential Information received by it (except for any source code, which shall be kept in confidence and trust in perpetuity).  The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as expressly permitted under the terms of this Agreement.  The Receiving Party shall take reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party's Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons.  The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, contractors, and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into confidentiality agreements which protect the Confidential Information of the Disclosing Party sufficient to enable the Receiving Party to comply with this Agreement.  The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party's Confidential Information. The Receiving Party agrees to assist the Disclosing Party to remedy such unauthorized use or disclosure of its Confidential Information.

6.3. Exceptions to Confidential Information. The confidentiality obligations set forth in this Agreement shall not apply to information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party's part, in the public domain; (b) known to the Receiving Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party, as evidenced by written records; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.  Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii)   immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

7. COMPLIANCE WITH LAW

7.1. Laws Generally. Licensee agrees to comply with all applicable laws, rules, and regulations in connection with its activities under this Agreement.

7.2. Export Regulations. Neither party shall export, directly or indirectly, any technical data or software acquired under this Agreement or the direct product of any such technical data or software to any country for which the United States Government or any agency thereof, at the time of export, requires an export license or other government approval, without first obtaining such license or approval. With respect to any export transactions under this Agreement, both parties will cooperate in any reasonable manner to effect compliance with all applicable export regulations.

8. TERM AND TERMINATION

8.1. Term. This Agreement and the licenses granted herein shall be perpetual, unless earlier terminated in accordance with its terms.  

8.2. Right to Terminate. Either party shall have the right to terminate this Agreement if the other party is in material breach of any term or condition of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice of such breach given by the non-breaching party. Silicon Labs also has the right to terminate this license immediately if it has a reasonable apprehension that the Licensed Materials, their use, distribution, modification, or licensing may (a) infringe upon the intellectual property of another; (b) subject Licensee or Silicon Labs to potential liability or damages, (c) violate any law or regulation; (d) Licensee has failed to make a payment properly due to Silicon Labs or its distributors; or (e) Licensee, or someone on Licensees behalf, has filed or intends to file a lawsuit or claim against Silicon Labs.

8.3. Effect of Termination.  Upon the termination or expiration of this Agreement: (a) the licenses and other provisions of this Agreement shall be terminated; (b) Licensee's obligation to pay all sums past or currently due hereunder on the date of such termination or expiration shall be accelerated and all such sums shall become immediately due and payable; (c) Licensee shall immediately cease reproducing and using any Licensed Materials; and (d) Licensee shall, within fifteen (15) days of receipt of a written request by Silicon Labs to do so, return to Silicon Labs or destroy all full or partial copies, in whatever media, of any and all Licensed Materials in Licensees possession and Licensee shall warrant in writing to Silicon Labs within thirty (30) days after termination or expiration that all such materials have been returned or destroyed. If this Agreement is terminated for any reason other than Licensees uncured material breach of its terms, Licensee may continue to distribute existing Licensee Product already in inventory as of the effective date of termination; otherwise, the licenses granted hereunder shall be revoked and all use of the Licensed Materials shall cease upon the effective date of termination.  Notwithstanding the foregoing, any expiration or termination of this Agreement and the licenses granted herein shall not affect the end-user licenses granted by Licensee pursuant to Section 3.4 (End-User Licensing) prior to the effective date of such expiration or termination.

8.4. Survival.  Neither the termination nor expiration of this Agreement shall relieve either party from its obligations to pay the other any sums accrued hereunder. The parties agree that their respective rights, obligations and duties under Sections 2.3 (Unauthorized Uses), 2.4 (Source Code), 2.5 Inspection Rights), Article 3 (Ownership), Section 5.2 (Limited Liability), Articles 6 (Confidentiality), 7 (Compliance with Law), 8 (Term and Termination), and 9 (Miscellaneous), as well as any rights, obligations and duties which by their nature extend beyond the termination or expiration of this Agreement shall survive any termination or expiration of this Agreement. 

8.5. No Damages For Termination or Expiration. SILICON LABS SHALL NOT BE LIABLE TO LICENSEE FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. LICENSEE WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THE LAW OF ANY TERRITORY OR OTHERWISE. Silicon Labs will not be liable to Licensee on account of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases or commitments made by Licensee or for any other reason whatsoever based upon or growing out of such termination or expiration. Licensee acknowledges that: (i) Licensee has no expectation and has received no assurances that any investment by Licensee in the promotion of Licensee Products will be recovered or recouped or that Licensee will obtain any anticipated amount of profits by virtue of this Agreement; and (ii) Licensee will not have or acquire by virtue of this Agreement or otherwise any vested, proprietary or other right in the Silicon Labs Trademarks or in goodwill thereunder.

9. MISCELLANEOUS

9.1. Amendment; Waiver. This Agreement may be amended or supplemented only by a written statement that is signed by duly authorized representatives of both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted.  No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

9.2. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provision shall continue in full force and effect.

9.3. Governing Law and Language. This Agreement shall be governed by and construed under the laws of the United States and the State of Texas as applied to agreements entered into and to be performed entirely within Texas between Texas residents. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The English-language version of this Agreement controls when interpreting this Agreement.  THE PARTIES AGREE TO WAIVE THEIR RIGHTS TO A JURY TRIAL IN ACTIONS ARISING FROM OR RELATED TO THIS AGREEMENT.

9.4. Choice of Forum. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Western District of Texas, Austin Branch and the Superior and Municipal Courts of the State of Texas, Travis County, in any litigation arising out of the Agreement; provided, however, that the foregoing shall not be deemed or construed to restrict, in any manner, a parties ability to submit patent matters to the U.S. International Trade Commission for resolution.

9.5. Injunctive Relief. The copying, disclosure, or use of the Silicon Labs 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.  

9.6. Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys' fees incurred, including such costs and attorneys' fees incurred in enforcing and collecting any judgment.

9.7. Assignment. Silicon Labs may assign this Agreement without restriction, provided the assignee agrees in writing to be bound by the terms of this Agreement. Licensee may not assign any rights or duties under this Agreement or assign this Agreement in its entirety, whether by operation of law or otherwise, without the prior written consent of Silicon Labs and any attempt to do so without such consent will be void, except pursuant to a merger, acquisition, sale or all assets of Licensee or other corporate reorganization with or into a company who: (i) agrees in writing to be bound by the terms of this Agreement; and (ii) is not a competitor of Silicon Labs; and (iii) uses the Silicon Labs Software under this Agreement solely in Licensee Products of Licensee or its successor operations within such purchaser.  This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

9.8. Allocation of Risk. The sections on limitation of liability, warranties and disclaimer of warranties allocate the risks in the Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties.

9.9. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.

9.10. Silicon Labs Trademarks.  Silicon Labs and Silicon Labs logo are trademarks of Silicon Laboratories Inc. in the United States and/or other countries.

9.11. Silicon Labs.  If Licensee is located in the United States, the licensor is Silicon Laboratories Inc.  If Licensee is located outside of the United States, the licensor is Silicon Laboratories International Pte. Ltd.

© Silicon Laboratories Inc. 2010.  All Rights Reserved.

Software License Version 1.0 03.05.10
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