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218 lines
12 KiB
218 lines
12 KiB
SOFTWARE LICENSE AGREEMENT
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Unless you and InvenSense Corporation ("InvenSense") execute a separate written
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software license agreement governing use of the accompanying software, this
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software is licensed to you under the terms of this Software License
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Agreement ("Agreement").
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ANY USE, REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE CONSTITUTES YOUR
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ACCEPTANCE OF THIS AGREEMENT.
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1. DEFINITIONS.
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1.1. "InvenSense Product" means any of the proprietary integrated circuit
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product(s) sold by InvenSense with which the Software was designed to be used,
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or their successors.
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1.2. "Licensee" means you or if you are accepting on behalf of an entity
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then the entity and its affiliates exercising rights under, and complying
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with all of the terms of this Agreement.
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1.3. "Software" shall mean that software made available by InvenSense to
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Licensee in binary code form with this Agreement.
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2. LICENSE GRANT; OWNERSHIP
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2.1. License Grants. Subject to the terms and conditions of this Agreement,
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InvenSense hereby grants to Licensee a non-exclusive, non-transferable,
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royalty-free license (i) to use and integrate the Software in conjunction
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with any other software; and (ii) to reproduce and distribute the Software
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complete, unmodified and only for use with a InvenSense Product.
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2.2. Restriction on Modification. If and to the extent that the Software is
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designed to be compliant with any published communications standard
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(including, without limitation, DOCSIS, HomePNA, IEEE, and ITU standards),
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Licensee may not make any modifications to the Software that would cause the
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Software or the accompanying InvenSense Products to be incompatible with such
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standard.
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2.3. Restriction on Distribution. Licensee shall only distribute the
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Software (a) under the terms of this Agreement and a copy of this Agreement
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accompanies such distribution, and (b) agrees to defend and indemnify
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InvenSense and its licensors from and against any damages, costs, liabilities,
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settlement amounts and/or expenses (including attorneys' fees) incurred in
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connection with any claim, lawsuit or action by any third party that arises
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or results from the use or distribution of any and all Software by the
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Licensee except as contemplated herein.
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2.4. Proprietary Notices. Licensee shall not remove, efface or obscure any
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copyright or trademark notices from the Software. Licensee shall include
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reproductions of the InvenSense copyright notice with each copy of the
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Software, except where such Software is embedded in a manner not readily
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accessible to the end user. Licensee acknowledges that any symbols,
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trademarks, tradenames, and service marks adopted by InvenSense to identify the
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Software belong to InvenSense and that Licensee shall have no rights therein.
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2.5. Ownership. InvenSense shall retain all right, title and interest,
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including all intellectual property rights, in and to the Software. Licensee
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hereby covenants that it will not assert any claim that the Software created
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by or for InvenSense infringe any intellectual property right owned or
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controlled by Licensee.
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2.6. No Other Rights Granted; Restrictions. Apart from the license rights
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expressly set forth in this Agreement, InvenSense does not grant and Licensee
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does not receive any ownership right, title or interest nor any security
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interest or other interest in any intellectual property rights relating to
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the Software, nor in any copy of any part of the foregoing. No license is
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granted to Licensee in any human readable code of the Software (source code).
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Licensee shall not (i) use, license, sell or otherwise distribute the
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Software except as provided in this Agreement, (ii) attempt to reverse
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engineer, decompile or disassemble any portion of the Software; or (iii) use
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the Software or other material in violation of any applicable law or
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regulation, including but not limited to any regulatory agency, such as FCC,
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rules.
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3. NO WARRANTY OR SUPPORT
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3.1. No Warranty. THE SOFTWARE IS OFFERED "AS IS," AND INVENSENSE GRANTS AND
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LICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE,
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COMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE. INVENSENSE SPECIFICALLY
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DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC
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PURPOSE OR NONINFRINGEMENT CONCERNING THE SOFTWARE OR ANY UPGRADES TO OR
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DOCUMENTATION FOR THE SOFTWARE. WITHOUT LIMITATION OF THE ABOVE, INVENSENSE
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GRANTS NO WARRANTY THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT
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INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS
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THEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR
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RELIABILITY.
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3.2. No Support. Nothing in this agreement shall obligate InvenSense to
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provide any support for the Software. InvenSense may, but shall be under no
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obligation to, correct any defects in the Software and/or provide updates to
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licensees of the Software. Licensee shall make reasonable efforts to
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promptly report to InvenSense any defects it finds in the Software, as an aid
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to creating improved revisions of the Software.
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3.3. Dangerous Applications. The Software is not designed, intended, or
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certified for use in components of systems intended for the operation of
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weapons, weapons systems, nuclear installations, means of mass
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transportation, aviation, life-support computers or equipment (including
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resuscitation equipment and surgical implants), pollution control, hazardous
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substances management, or for any other dangerous application in which the
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failure of the Software could create a situation where personal injury or
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death may occur. Licensee understands that use of the Software in such
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applications is fully at the risk of Licensee.
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4. TERM AND TERMINATION
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4.1. Termination. This Agreement will automatically terminate if Licensee
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fails to comply with any of the terms and conditions hereof. In such event,
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Licensee must destroy all copies of the Software and all of its component
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parts.
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4.2. Effect Of Termination. Upon any termination of this Agreement, the
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rights and licenses granted to Licensee under this Agreement shall
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immediately terminate.
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4.3. Survival. The rights and obligations under this Agreement which by
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their nature should survive termination will remain in effect after
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expiration or termination of this Agreement.
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5. CONFIDENTIALITY
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5.1. Obligations. Licensee acknowledges and agrees that any documentation
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relating to the Software, and any other information (if such other
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information is identified as confidential or should be recognized as
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confidential under the circumstances) provided to Licensee by InvenSense
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hereunder (collectively, "Confidential Information") constitute the
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confidential and proprietary information of InvenSense, and that Licensee's
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protection thereof is an essential condition to Licensee's use and possession
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of the Software. Licensee shall retain all Confidential Information in
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strict confidence and not disclose it to any third party or use it in any way
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except under a written agreement with terms and conditions at least as
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protective as the terms of this Section. Licensee will exercise at least the
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same amount of diligence in preserving the secrecy of the Confidential
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Information as it uses in preserving the secrecy of its own most valuable
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confidential information, but in no event less than reasonable diligence.
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Information shall not be considered Confidential Information if and to the
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extent that it: (i) was in the public domain at the time it was disclosed or
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has entered the public domain through no fault of Licensee; (ii) was known to
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Licensee, without restriction, at the time of disclosure as proven by the
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files of Licensee in existence at the time of disclosure; or (iii) becomes
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known to Licensee, without restriction, from a source other than InvenSense
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without breach of this Agreement by Licensee and otherwise not in violation
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of InvenSense's rights.
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5.2. Return of Confidential Information. Notwithstanding the foregoing, all
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documents and other tangible objects containing or representing InvenSense
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Confidential Information and all copies thereof which are in the possession
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of Licensee shall be and remain the property of InvenSense, and shall be
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promptly returned to InvenSense upon written request by InvenSense or upon
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termination of this Agreement.
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6. LIMITATION OF LIABILITY
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INVENSENSE OR ANY OF
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INVENSENSE'S LICENSORS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL,
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SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF
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LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
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OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS
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OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
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DAMAGES. IN NO EVENT WILL INVENSENSE'S LIABILITY WHETHER IN CONTRACT, TORT
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(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY LICENSEE FOR
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SOFTWARE UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING
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ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
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7. MISCELLANEOUS
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7.1. Export Regulations. YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS
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SUBJECT TO UNITED STATES AND OTHER APPLICABLE EXPORT-RELATED LAWS AND
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REGULATIONS AND THAT YOU MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE SOFTWARE
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OR ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS.
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WITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT OR TRANSFER OF THE SOFTWARE
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TO CUBA, IRAN, NORTH KOREA, SUDAN AND SYRIA IS PROHIBITED.
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7.2 Assignment. This Agreement shall be binding upon and inure to the
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benefit of the parties and their respective successors and assigns, provided,
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however that Licensee may not assign this Agreement or any rights or
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obligation hereunder, directly or indirectly, by operation of law or
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otherwise, without the prior written consent of InvenSense, and any such
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attempted assignment shall be void. Notwithstanding the foregoing, Licensee
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may assign this Agreement to a successor to all or substantially all of its
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business or assets to which this Agreement relates that is not a competitor
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of InvenSense.
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7.3. Governing Law; Venue. This Agreement shall be governed by the laws of
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California without regard to any conflict-of-laws rules, and the United
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Nations Convention on Contracts for the International Sale of Goods is hereby
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excluded. The sole jurisdiction and venue for actions related to the subject
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matter hereof shall be the state and federal courts located in the County of
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Orange, California, and both parties hereby consent to such jurisdiction and
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venue.
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7.4. Severability. All terms and provisions of this Agreement shall, if
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possible, be construed in a manner which makes them valid, but in the event
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any term or provision of this Agreement is found by a court of competent
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jurisdiction to be illegal or unenforceable, the validity or enforceability
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of the remainder of this Agreement shall not be affected if the illegal or
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unenforceable provision does not materially affect the intent of this
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Agreement. If the illegal or unenforceable provision materially affects the
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intent of the parties to this Agreement, this Agreement shall become
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terminated.
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7.5. Equitable Relief. Licensee hereby acknowledges that its breach of this
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Agreement would cause irreparable harm and significant injury to InvenSense
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that may be difficult to ascertain and that a remedy at law would be
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inadequate. Accordingly, Licensee agrees that InvenSense shall have the right
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to seek and obtain immediate injunctive relief to enforce obligations under
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the Agreement in addition to any other rights and remedies it may have.
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7.6. Waiver. The waiver of, or failure to enforce, any breach or default
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hereunder shall not constitute the waiver of any other or subsequent breach
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or default.
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7.7. Entire Agreement. This Agreement sets forth the entire Agreement
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between the parties and supersedes any and all prior proposals, agreements
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and representations between them, whether written or oral concerning the
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Software. This Agreement may be changed only by mutual agreement of the
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parties in writing.
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