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LICENSE AGREEMENT

READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, AND/OR INSTALLING AND/OR USING, THE SOFTWARE AND ACCOMPANYING DOCUMENTATION (AND PROECT TEMPLATES, IF ANY) PROVIDED TO YOU HEREWITH, (COLLECTIVELY, “IDT SOFTWARE”).  BY DOWNLOADING AND/OR INSTALLING AND/OR USING THE IDT SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. 

1. Definitions

“Affiliate” means a company related to a Party by one owning a majority of shares of the other, by common ownership of a majority of shares, or by other means of control, including but not limited to a parent or subsidiary.

“IDT Device” means an integrated circuit product, subsystem, or module created and branded by IDT.

“Licensed Software” means the IDT Software, including associated documentation, delivered by or downloaded from IDT or an IDT-authorized distribution partner, accompanying or intended for use with an IDT Device.

“Open Source” means software code that is licensed pursuant to an open licensing model, public-source, freeware, or other third party license agreement that, in each case, would require public attribution, or publication or disclosure of source code, including but not limited to GPL.

All other definitions have the meaning as set forth below.

2. License; Restrictions

2.1 License Grant. Integrated Device Technology, Inc., on behalf of itself and its subsidiaries worldwide (collectively “IDT”) hereby grants to you (“Licensee”) a perpetual, non-exclusive, non-transferable, non-assignable, worldwide, no-cost license, limited solely for Licensee and Affiliate use together with an IDT Device and excluding use with any other devices that may substitute for an IDT Device (“Purpose”), as further limited in the following:

i) if source code is provided as part of the Licensed Software, the license granted is further limited for Licensee internal use solely for evaluation, testing, making derivatives, and integrating the source code portions of the Licensed Software with any Licensee-selected and supplied hardware or software, provided however, no such Licensee hardware is intended as a substitute for the IDT Device, and no such Licensee software would cause the Licensed Software to become Open Source; and

ii) if executable object code is provided as part of the Licensed Software, and additionally for compiled executable object code versions of the source code and any derivatives made by Licensee pursuant to the license granted above, IDT grants Licensee the right, consistent with the Purpose, to use, make copies, and distribute (directly or indirectly) copies in executable object form only, provided however, the Licensee may only distribute copies of the executable versions of the Licensed Software to third-parties pursuant to an end user license agreement (“EULA”), where such EULA is reasonably sufficient to enforce the rights and limitation otherwise set forth in this Agreement including the limitations in Section 2.3. 

2.2 Open Source. Notwithstanding anything set forth in this Agreement to the contrary, to the extent the Licensed Software contains or is accompanied by any Open Source, then the license granted above does not extend to any such Open Source software or materials which may be made available by IDT. All such Open Source software (if any) will remain subject to the terms and conditions under which it is provided. Licensee shall not combine or integrate Licensed Software with other code that is licensed as Open Source that would require any Licensed Software source code to be disclosed or published, except if IDT has been informed of the specific code in advance and has provided advance signed written consent.

2.3 License Restrictions. Except as expressly provided in this Agreement, Licensee and its Affiliates shall not, and shall not authorize or permit any third-party to: (i) distribute, sell, assign, sublicense, lease, rent, loan, or in any other way transfer the Licensed Software or any portion thereof; (ii) alter or remove any proprietary notices or legends contained on or in any of the Licensed Software or any portion thereof; (iii) use any of the Licensed Software or any portion thereof in any way that is in violation of any applicable laws; or (vii) for portions of the Licensed Software provided as object code or executable code, disassemble, reverse engineer or decompile any portions of the Licensed Software or any part thereof. 

3. Ownership

Licensee acknowledges and agrees that the Licensed Software provided under this Agreement belongs exclusively to IDT or its licensors, provided that Licensee will own any derivative works or modifications it creates as expressly authorized hereunder, subject in IDT’s ownership interests in the Licensed Software. Notwithstanding anything set forth in this Agreement to the contrary, except as expressly set forth in Section 2, this Agreement does not grant or convey to Licensee or any third party any right or license under any patent, copyright, trade secret, trademark or other intellectual property right of IDT or its licensors, whether by implication, estoppel or otherwise.  ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO IDT.

4. Warranty Disclaimer

4.1 Safety-Critical Application Disclaimer.  Licensee acknowledges that the Licensed Software and IDT Device have not been designed for, nor intended for, application in life-critical or safety-critical applications, in which failure or malfunction is likely to result in one (or more) of: i) death or serious injury to people, ii) loss of, or severe damage to, equipment or property, or iii) environmental harm (“Safety-Critical Applications”). TO THE MAXIMUM EXTENT ALLOWED BY LAW, IDT HEREBY DISCLAIMS ANY LIABILITY OR DAMAGES ARISING FROM OR RELATED TO LICENSEE OR ITS CUSTOMER’S USE OF THE LICENSED SOFTWARE AND IDT DEVICE IN SAFETY-CRITICAL APPLICATIONS.

4.2 Warranty Disclaimer. THE LICENSED SOFTWARE IS PROVIDED “AS IS,” AND TO THE GREATEST EXTENT ALLOWED BY LAW IDT DISCLAIMS ANY WARRANTY OR CONDITIONS OF PERFORMANCE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE LICENSED SOFTWARE IS BUG AND/OR ERROR FREE, OR THAT IT’S USE WILL BE UNINTERRUPTED. 

5. Confidentiality

5.1 Source Code Confidentiality Protections. Licensee shall keep confidential the source code, if any, provided hereunder and shall use reasonable efforts to prevent any unauthorized use or disclosure thereof, and in no case less than due care. 

6. Limitation of Liability

TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSSES OF THE OTHER PARTY, INCLUDING LOST OR ANTICIPATED PROFITS, INTERRUPTION TO BUSINESS, THE COST OF SUBSTITUTE INTELLECTUAL PROPERT,Y OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE LICENSED SOFTWARE, REGARDLESS WHETHER THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IDT’s AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS WILL BE LIMITED TO ONE HUNDERD U.S. DOLLARS ($100.00). THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM). 

7. Miscellaneous

7.1 Export. Before exporting or re-exporting any Licensed Software, Licensee shall fully comply with all U.S. and other applicable export control laws and regulations.

7.2 Waiver; Severability. No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement or a continuing waiver. If any provision of this License shall be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

7.3 Assignment. Licensee shall not assign or transfer this Agreement nor any right or license hereunder without the prior written consent of IDT, which shall not be unreasonably withheld, and any assignment permitted shall be subject to the written agreement of the assignee to assume all the terms and obligations of this Agreement. Any other attempt to assign in contravention to this provision will be null and void

7.4 Law; Venue. This Agreement will be governed by the laws of the State of California, U.S.A., without reference to its conflict of laws principles.  Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS Arbitration Rules. The tribunal will consist of a sole arbitrator. The seat of the arbitration will be San Jose, California, U.S.A. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

7.5 Injunctive Relief. The Parties agree that notwithstanding anything to the contrary herein, in the event of a Licensee breach or threatened breach of Sections 2 (License; Restrictions) or 5 (Source Code Confidentiality), IDT will suffer immediate, irreparable harm for which recovery of monetary damages will be inadequate.  IDT may therefore enforce Sections 2 or 5 of this Agreement by seeking injunctive or other equitable remedies, in addition to available legal remedies, without the necessity of bond or proving actual damages to the extent of applicable law, before any court of competent jurisdiction at any time.