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| 1 | +CYPRESS END USER LICENSE AGREEMENT |
| 2 | + |
| 3 | +PLEASE READ THIS END USER LICENSE AGREEMENT ("Agreement") CAREFULLY BEFORE |
| 4 | +DOWNLOADING, INSTALLING, COPYING, OR USING THIS SOFTWARE AND ACCOMPANYING |
| 5 | +DOCUMENTATION. BY DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE, |
| 6 | +YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL |
| 7 | +OF THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN AND DO NOT USE THE SOFTWARE. |
| 8 | +IF YOU HAVE PURCHASED THIS LICENSE TO THE SOFTWARE, YOUR RIGHT TO RETURN THE |
| 9 | +SOFTWARE EXPIRES 30 DAYS AFTER YOUR PURCHASE AND APPLIES ONLY TO THE ORIGINAL |
| 10 | +PURCHASER. |
| 11 | + |
| 12 | +1. Definitions. |
| 13 | + |
| 14 | + "Software" means this software and any accompanying documentation, |
| 15 | + including any upgrades, updates, bug fixes or modified versions provided |
| 16 | + to you by Cypress. |
| 17 | + |
| 18 | + "Source Code" means software in human-readable form. |
| 19 | + |
| 20 | + "Binary Code" means the software in binary code form such as object code or |
| 21 | + an executable. |
| 22 | + |
| 23 | + "Development Tools" means software that is intended to be installed on a |
| 24 | + personal computer and used to create programming code for Firmware, |
| 25 | + Drivers, or Host Applications. Examples of Development Tools are |
| 26 | + Cypress's PSoC Creator software, Cypress's WICED SDKs, and Cypress's |
| 27 | + ModusToolbox software. |
| 28 | + |
| 29 | + "Firmware" means software that executes on a Cypress hardware product. |
| 30 | + |
| 31 | + "Driver" means software that enables the use of a Cypress hardware product |
| 32 | + on a particular host operating system such as GNU/Linux, Windows, MacOS, |
| 33 | + Android, and iOS. |
| 34 | + |
| 35 | + "Host Application" means software that executes on a device other than a |
| 36 | + Cypress hardware product in order to program, control, or communicate |
| 37 | + with a Cypress hardware product. |
| 38 | + |
| 39 | + "inf File" means a hardware setup information file (.inf file) created by |
| 40 | + the Software to allow a Microsoft Windows operating system to install |
| 41 | + the driver for a Cypress hardware product. |
| 42 | + |
| 43 | +2. License. Subject to the terms and conditions of this Agreement, Cypress |
| 44 | +Semiconductor Corporation ("Cypress") and its suppliers grant to you a |
| 45 | +non-exclusive, non-transferable license under their copyright rights: |
| 46 | + |
| 47 | + a. to use the Development Tools in object code form solely for the purpose |
| 48 | + of creating Firmware, Drivers, Host Applications, and inf Files for |
| 49 | + Cypress hardware products; and |
| 50 | + |
| 51 | + b. (i) if provided in Source Code form, to copy, modify, and compile the |
| 52 | + Firmware Source Code to create Firmware for execution on a Cypress |
| 53 | + hardware product, and |
| 54 | + (ii) to distribute Firmware in binary code form only, only when |
| 55 | + installed onto a Cypress hardware product; and |
| 56 | + |
| 57 | + c. (i) if provided in Source Code form, to copy, modify, and compile the |
| 58 | + Driver Source Code to create one or more Drivers to enable the use |
| 59 | + of a Cypress hardware product on a particular host operating |
| 60 | + system, and |
| 61 | + (ii) to distribute the Driver, in binary code form only, only when |
| 62 | + installed on a device that includes the Cypress hardware product |
| 63 | + that the Driver is intended to enable; and |
| 64 | + |
| 65 | + d. (i) if provided in Source Code form, to copy, modify, and compile the |
| 66 | + Host Application Source Code to create one or more Host |
| 67 | + Applications to program, control, or communicate with a Cypress |
| 68 | + hardware product, and |
| 69 | + (ii) to distribute Host Applications, in binary code form only, only |
| 70 | + when installed on a device that includes a Cypress hardware product |
| 71 | + that the Host Application is intended to program, control, or |
| 72 | + communicate with; and |
| 73 | + |
| 74 | + e. to freely distribute any inf File. |
| 75 | + |
| 76 | +Any distribution of Software permitted under this Agreement must be made |
| 77 | +pursuant to your standard end user license agreement used for your proprietary |
| 78 | +(closed source) software products, such end user license agreement to include, |
| 79 | +at a minimum, provisions limiting your licensors' liability and prohibiting |
| 80 | +reverse engineering of the Software, consistent with such provisions in this |
| 81 | +Agreement. |
| 82 | + |
| 83 | +3. Free and Open Source Software. Portions of the Software may be licensed |
| 84 | +under free and/or open source licenses such as the GNU General Public License |
| 85 | +or other licenses from third parties ("Third Party Software"). Third Party |
| 86 | +Software is subject to the applicable license agreement and not this |
| 87 | +Agreement. If you are entitled to receive the source code from Cypress for |
| 88 | +any Third Party Software included with the Software, either the source code |
| 89 | +will be included with the Software or you may obtain the source code at no |
| 90 | +charge from <http://www.cypress.com/go/opensource>. The applicable license |
| 91 | +terms will accompany each source code package. To review the license terms |
| 92 | +applicable to any Third Party Software for which Cypress is not required to |
| 93 | +provide you with source code, please see the Software's installation directory |
| 94 | +on your computer. |
| 95 | + |
| 96 | +4. Proprietary Rights; Ownership. The Software, including all intellectual |
| 97 | +property rights therein, is and will remain the sole and exclusive property of |
| 98 | +Cypress or its suppliers. Cypress retains ownership of the Source Code and |
| 99 | +any compiled version thereof. Subject to Cypress' ownership of the underlying |
| 100 | +Software (including Source Code), you retain ownership of any modifications |
| 101 | +you make to the Source Code. You agree not to remove any Cypress copyright or |
| 102 | +other notices from the Source Code and any modifications thereof. You agree |
| 103 | +to keep the Source Code confidential. Any reproduction, modification, |
| 104 | +translation, compilation, or representation of the Source Code except as |
| 105 | +permitted in Section 2 ("License") is prohibited without the express written |
| 106 | +permission of Cypress. Except as otherwise expressly provided in this |
| 107 | +Agreement, you may not: |
| 108 | + (i) modify, adapt, or create derivative works based upon the Software; |
| 109 | + (ii) copy the Software; |
| 110 | + (iii) except and only to the extent explicitly permitted by applicable |
| 111 | + law despite this limitation, decompile, translate, reverse engineer, |
| 112 | + disassemble or otherwise reduce the Software to human-readable form; |
| 113 | + or |
| 114 | + (iv) use the Software or any sample code other than for the Purpose. |
| 115 | +You hereby covenant that you will not assert any claim that the Software, or |
| 116 | +derivative works thereof created by or for Cypress, infringe any intellectual |
| 117 | +property right owned or controlled by you |
| 118 | + |
| 119 | +5. No Support. Cypress may, but is not required to, provide technical support |
| 120 | +for the Software. |
| 121 | + |
| 122 | +6. Term and Termination. This Agreement is effective until terminated, and |
| 123 | +either party may terminate this Agreement at any time with or without cause. |
| 124 | +This Agreement and your license rights under this Agreement will terminate |
| 125 | +immediately without notice from Cypress if you fail to comply with any |
| 126 | +provision of this Agreement. Upon termination, you must destroy all copies of |
| 127 | +Software in your possession or control. The following paragraphs shall |
| 128 | +survive any termination of this Agreement: "Free and Open Source Software," |
| 129 | +"Proprietary Rights; Ownership," "Compliance With Law," "Disclaimer," |
| 130 | +"Limitation of Liability," and "General." |
| 131 | + |
| 132 | +7. Compliance With Law. Each party agrees to comply with all applicable laws, |
| 133 | +rules and regulations in connection with its activities under this Agreement. |
| 134 | +Without limiting the foregoing, the Software may be subject to export control |
| 135 | +laws and regulations of the United States and other countries. You agree to |
| 136 | +comply strictly with all such laws and regulations and acknowledge that you |
| 137 | +have the responsibility to obtain licenses to export, re-export, or import the |
| 138 | +Software. |
| 139 | + |
| 140 | +8. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYPRESS |
| 141 | +MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE |
| 142 | +SOFTWARE, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT AND THE IMPLIED |
| 143 | +WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Cypress |
| 144 | +reserves the right to make changes to the Software without notice. Cypress |
| 145 | +does not assume any liability arising out of the application or use of |
| 146 | +Software or any product or circuit described in the Software. It is the |
| 147 | +responsibility of the user of the Software to properly design, program, and |
| 148 | +test the functionality and safety of any application made of the Software and |
| 149 | +any resulting product. Cypress does not authorize its Software or products |
| 150 | +for use in any products where a malfunction or failure of the Software or |
| 151 | +Cypress product may reasonably be expected to result in significant property |
| 152 | +damage, injury or death ("High Risk Product"). If you include any Software or |
| 153 | +Cypress product in a High Risk Product, you assume all risk of such use and |
| 154 | +agree to indemnify Cypress and its suppliers against all liability. No |
| 155 | +computing device can be absolutely secure. Therefore, despite security |
| 156 | +measures implemented in Cypress hardware or software products, Cypress does |
| 157 | +not assume any liability arising out of any security breach, such as |
| 158 | +unauthorized access to or use of a Cypress product. |
| 159 | + |
| 160 | +9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE |
| 161 | +LAW, IN NO EVENT WILL CYPRESS OR ITS SUPPLIERS, RESELLERS, OR DISTRIBUTORS BE |
| 162 | +LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, |
| 163 | +CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS |
| 164 | +OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR |
| 165 | +INABILITY TO USE THE SOFTWARE EVEN IF CYPRESS OR ITS SUPPLIERS, RESELLERS, OR |
| 166 | +DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO |
| 167 | +EVENT SHALL CYPRESS' OR ITS SUPPLIERS', RESELLERS', OR DISTRIBUTORS' TOTAL |
| 168 | +LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR |
| 169 | +OTHERWISE, EXCEED THE GREATER OF US$500 OR THE PRICE PAID BY YOU FOR THE |
| 170 | +SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED |
| 171 | +WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS |
| 172 | +DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, |
| 173 | +ALL OR PORTIONS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. |
| 174 | + |
| 175 | +10. Restricted Rights. The Software is commercial computer software as that |
| 176 | +term is described in 48 C.F.R. 252.227-7014(a)(1). If the Software is being |
| 177 | +acquired by or on behalf of the U.S. Government or by a U.S. Government prime |
| 178 | +contractor or subcontractor (at any tier), then the Government's rights in |
| 179 | +Software shall be only those set forth in this Agreement. |
| 180 | + |
| 181 | +11. Personal Information. You agree that information you provide through your |
| 182 | +registration on Cypress IoT Community Forum or other Cypress websites, |
| 183 | +including contact information or other personal information, may be collected |
| 184 | +and used by Cypress consistent with its Data Privacy Policy |
| 185 | +(www.cypress.com/privacy-policy), as updated or revised from time to time, and |
| 186 | +may be provided to its third party sales representatives, distributors and |
| 187 | +other entities conducting sales activities for Cypress for sales-related and |
| 188 | +other business purposes. |
| 189 | + |
| 190 | +12. General. This Agreement will bind and inure to the benefit of each |
| 191 | +party's successors and assigns, provided that you may not assign or transfer |
| 192 | +this Agreement, in whole or in part, without Cypress' written consent. This |
| 193 | +Agreement shall be governed by and construed in accordance with the laws of |
| 194 | +the State of California, United States of America, as if performed wholly |
| 195 | +within the state and without giving effect to the principles of conflict of |
| 196 | +law. The parties consent to personal and exclusive jurisdiction of and venue |
| 197 | +in, the state and federal courts within Santa Clara County, California; |
| 198 | +provided however, that nothing in this Agreement will limit Cypress' right to |
| 199 | +bring legal action in any venue in order to protect or enforce its |
| 200 | +intellectual property rights. No failure of either party to exercise or |
| 201 | +enforce any of its rights under this Agreement will act as a waiver of such |
| 202 | +rights. If any portion of this Agreement is found to be void or |
| 203 | +unenforceable, the remaining provisions of this Agreement shall remain in full |
| 204 | +force and effect. This Agreement is the complete and exclusive agreement |
| 205 | +between the parties with respect to the subject matter hereof, superseding and |
| 206 | +replacing any and all prior agreements, communications, and understandings |
| 207 | +(both written and oral) regarding such subject matter. Any notice to Cypress |
| 208 | +will be deemed effective when actually received and must be sent to Cypress |
| 209 | +Semiconductor Corporation, ATTN: Chief Legal Officer, 198 Champion Court, San |
| 210 | +Jose, CA 95134 USA. |
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