SLA0110
LIMITED LICENSE AGREEMENT FOR ST MATERIALS
IMPORTANT-READ CAREFULLY:
THE LICENSED MATERIALS ARE LICENSED TO YOU ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LLA. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE LICENSED MATERIALS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LLA. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS LLA, DO NOT INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
This Limited License Agreement ("LLA") is made between you (either an individual person or a single legal entity, who will be referred to in this LLA as "You" or “Licensee”) and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this LLA through its Swiss branch 39, Chemin du Champ des Filles, 1228 Plan-les-Ouates, Geneva, Switzerland (hereinafter “ST”).
- DEFINITIONS
For the purpose of this LLA:
“Affiliates” shall mean any corporation, partnership, or other entity that, directly or indirectly, owns, is owned by, or is under common ownership with ST, for so long as such ownership exists. For the purposes of the foregoing, "own", "owned," or "ownership" shall mean ownership of more than fifty percent (50%) of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body.
“Documentation” shall mean and include any comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, user’s guides, and programmer guides, related to any software made available under this LLA.
“Licensed Materials” shall mean, collectively, the proprietary IMU simulation library made available by ST and/or its Affiliates upon agreeing to this LLA, including any associated models, binaries, Documentation and related materials.
“NVIDIA Platforms” means software environments provided by NVIDIA Corporation, including NVIDIA Isaac Sim and related simulation or robotics development tools.
- LIMITED LICENSE
Subject to the terms and conditions of this LLA and applicable Open Source Terms (as defined hereafter) and during the term of this LLA, ST hereby grants You under intellectual property rights owned by ST and its Affiliates or under which ST and its Affiliates has the right to grant a license, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sub-license (except as expressly stipulated herein or authorized in writing by an authorized representative of ST) to install and use the Licensed Materials solely for internal development, testing, and simulation activities on NVIDIA Platforms. You may develop internal simulation applications, configurations or scenarios that interface with or make calls to the Licensed Materials on NVIDIA Platforms, provided that such applications are not distributed to third parties together with the Licensed Materials. You acknowledge that the Licensed Materials have not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether the Licensed Materials meet your requirements or not, and will be suitable for your intended use or application. Therefore, the Licensed Materials shall be deemed accepted upon delivery to Licensee. You shall use, at your own risk, the Licensed Materials. You acknowledge that ST and its Affiliates cannot in any way be held responsible for the consequences resulting from use of the Licensed Materials and any development made following such use of the Licensed Materials. Licensed Materials are not specifically designed for use in safety critical applications such as life supporting devices or systems, and nuclear, automotive or aerospace applications or environments. ST and its Affiliates expressly disclaim any responsibility for such usage which shall be made by You at your sole risk, even if ST and its Affiliates have been informed You in writing of such usage.
- RESTRICTIONS AND ADDITIONAL OBLIGATIONS
Unless otherwise expressly stipulated under Article 1, You shall not, and shall not permit any third party to: • copy, reproduce, redistribute or duplicate the Licensed Materials; • translate, modify, adapt, decompile, disassemble or reverse engineer and make derivative works of all or any portion of the Licensed Materials; • rent, disclose, publish, sell, assign, lease, lend, sublicense, market, transfer, distribute or otherwise provide third parties access to (any portion of) the Licensed Materials for any purpose; • attempt to derive the source code, algorithmic nature or structure of any object code portions of the Licensed Materials; • use the Licensed Materials to create any product that competes with the Licensed Materials; • remove or circumvent any protection or other restrictive technology mechanism of the Licensed Materials; • disclose the results of the Licensed Materials’ performance benchmarks to any third party; or • otherwise use (any portion of) the Licensed Materials in any manner not expressly authorized by this LLA. Other than the limited expressed license granted to You under Article 1 herein, no other rights or licenses are granted, or implied by estoppel or otherwise, under any intellectual property rights of ST and/or its Affiliates or any intellectual property of a third-party residing in the Licensed Materials or any other confidential information furnished by ST and its Affiliates, including (i) for the combination of such Licensed Materials or other confidential information with one or more other items (including items acquired from ST and/or its Affiliates) even if such items have no substantial use other than as part of such combination (ii) with respect to any trademark, trade or brand name, a corporate name of ST and/or its Affiliates, or any other name or mark, or contraction abbreviation or simulation thereof, (iii) under any intellectual property rights covering any standard set by a standard setting body and any de facto standards. ST and its Affiliates have no obligation to provide You with maintenance, support or updates for the Licensed Materials. Nothing in this LLA will be construed as: (i) a warranty or representation by ST and its Affiliates to maintain production of any ST software with which the Licensed Materials may be used in any manner; and (ii) a commitment from ST and its Affiliates to bring or prosecute actions against third-parties for infringement. You shall limit access and use of the Licensed Materials to You and those individuals who may be employed by You who have a need to access the Licensed Materials for the purpose of this LLA and provided that You shall ensure that such individuals shall comply with the provisions of this LLA, and except as expressly permitted under Article 1 or as otherwise expressly agreed in writing by ST, You shall not allow any third-party to use the Licensed Materials, You shall be liable towards ST for any damages due to a failure by such third-party(ies) to comply with the provisions of this LLA.
- OWNERSHIP, COPYRIGHTS AND TRADEMARKS
The Licensed Materials are and will remain the exclusive property of ST and/or its Affiliates or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Licensed Materials are used. You will not take any action that jeopardizes ST and its Affiliates or its licensors' proprietary rights or acquire any rights in the Licensed Materials, except the limited rights specified in Article 1. All rights, titles, and interests in and to the Licensed Materials are owned or licensed by ST, its Affiliates and suppliers. You shall ensure that all notices, including but not limited to all copyright and trademark notices of ST or its Affiliates or licensors are reproduced in any copy of the whole or any part of the Licensed Materials. You shall not remove, modify or alter any ST or its Affiliates’ or licensors’ copyright or trademark notice from any part of the Licensed Materials.
- FEEDBACK
Licensee may from time to time provide suggestions, comments, enhancement requests, recommendations, or other feedback regarding the Licensed Materials (“Feedback”). Licensee acknowledges and agrees that: • No Obligation. Licensee is under no obligation to provide Feedback to ST. • Right to Use Feedback. To the extent Licensee voluntarily provides Feedback, Licensee grants ST and its Affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, incorporate, and otherwise exploit such Feedback for any purpose, including improving, developing, or commercializing the Licensed Materials or related products and services. • No Compensation. Licensee shall not be entitled to any compensation, royalties, or other remuneration arising from ST’s and/or its Affiliates’ use of the Feedback. • No Confidential Information. Licensee shall not include confidential or proprietary information in Feedback unless expressly agreed in writing. ST and its Affiliates shall have no obligation to treat Feedback as confidential unless a separate written confidentiality agreement applies. • No Ownership Transfer. Any improvements or modifications to the Licensed Materials developed by ST based on Feedback shall remain the sole property of ST. • Independently Developed Improvements. Nothing in this Agreement shall prevent ST from developing features, improvements, or functionalities that are similar or identical to those described in the Feedback. For the avoidance of doubt, Feedback does not grant Licensee any rights in ST’s intellectual property other than those expressly provided under this Agreement.
- CONFIDENTIALITY
Confidential information shall include all information provided with the Licensed Materials which (a) is designated as “confidential”, “proprietary” or with a similar legend, (b) is by its own nature of a type which would reasonably be considered confidential and/or (c) is source code (“Confidential Information”). You may only use the Confidential Information for the purpose of this LLA and shall protect the confidentiality of the Confidential Information provided by ST and its Affiliates under this LLA by using the same degree of care, but not less than a reasonable degree of care, to prevent its unauthorized use, dissemination, or publication as You use to protect your own confidential information of like nature. You shall be liable towards ST for any damages incurred due to a failure by any employee, third party contractor or customer having access to the Licensed Materials and/or the Confidential Information to comply with the provisions in this LLA. You shall immediately notify ST of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Materials or Confidential Information or part thereof, which comes to your notice. The confidentiality obligations shall not apply to Confidential Information, which can be shown by documentary evidence: (i) entered the public domain through no fault of the Licensee; or, (ii) was known to the Licensee prior to receipt from ST and its Affiliates; or, (iii) was disclosed to the Licensee by a third party having the right to disclose; or, (iv) was independently developed by the Licensee without use of the Licensed Materials or the Confidential Information, the onus of proof of independence being on the Licensee. These confidentiality obligations shall survive any termination or expiration of the LLA for whatever cause.
- DISCLAIMER OF WARRANTY
YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS AND ANY AND ALL PARTS THEREOF ARE PROVIDED “AS IS”. ST AND ITS AFFILIATE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED MATERIALS AND OR PARTS THEREOF WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ST AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY THAT (I) THE USE AND DISTRIBUTION OF THE LICENSED MATERIALS AND OR PARTS THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, AND OR (II) ANY USE AND DISTRIBUTION OF THE LICENSED MATERIALS AND OR PARTS THEREOF, WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, ARE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IT SHALL BE YOUR SOLE RESPONSIBILITY TO MAKE SUCH DETERMINATION AS NECESSARY WITH RESPECT TO THE ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. CONSEQUENTLY, ST AND ITS AFFILIATES DISCLAIM ANY LIABILITY IN CASE ANY SUCH USE AND DISTRIBUTION INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE ST AND ITS AFFILIATES HEREBY DISCLAIM ANY WARRANTY AND LIABILITY WHATSOEVER FOR ANY DEVELOPMENT CREATED BY OR FOR YOU OR YOUR CUSTOMERS. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES AND THAT NO WARRANTIES ARE MADE BY ST AND ITS AFFILIATES OR GRANTED BY LAW WHENEVER IT IS PERMITTED BY LAW.
- OPEN SOURCE
Some portion of the Licensed Materials might contain Open Source Software subject to Open Source Terms (as defined below) applicable for each such portion, as further specified in the Licensed Materials. Such Open Source Software is supplied to You under the applicable Open Source Terms and is not subject to the terms of this LLA to the extent the terms of this LLA are in conflict with such applicable Open Source Terms. Except for Open Source Software, You have no rights under this LLA to, and may not under any circumstances use the Licensed Materials or any parts thereof such that they become subject to any Open Source Terms. These actions include but are not limited to combining the Licensed Materials by means of incorporation or linking or otherwise For the purpose of this LLA, “Open Source Terms” shall mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith, or open source license that complies with the Open Source Definition specified at www.opensource.org and any other comparable open source license such as for example GNU General Public License (GPL), Eclipse Public License (EPL), Apache Software License, BSD license and MIT license. “Open Source Software” shall mean any software that is licensed or distributed under Open Source Terms as specified in the Licensed Materials.
- COMPLIANCE
You agree not to use the Licensed Materials in violation of any applicable law, statute, ordinance or other regulation or any obligation by which You are bound. You agree to comply with all applicable laws and regulations affecting the use of the Licensed Materials. Specifically but without limiting the generality of the foregoing, You acknowledge that the Licensed Materials are subject to export controls restrictions and You agree to comply with any applicable export control law or regulation including but not limited to the European export regulations and US similar regulations, and to obtain any necessary export license or other documentation prior to exportation or re-exportation of the Licensed Materials.
No Re-Export to Russia: (1) With respect to any product, software, or technical information supplied by ST under this agreement (“Item”), Licensee hereby undertakes not to sell, supply, transfer or export, directly or indirectly (including through agents, representatives, or distributors), any Item to any third party in the Russian Federation, Belarus or any other sanctioned or restricted countries and/or for intended final use in the Russian Federation, Belarus or any other sanctioned or restricted countries. (2) Licensee shall ensure that a substantially similar provision is included in all its contracts with third parties concerning the Items. (3) In addition, it is the obligation of Licensee to conduct the necessary due diligence to ensure screening of end customers and ultimate customers of Licensee against all applicable restricted or sanctioned party lists, including the applicable EU restricted party lists, the BIS Entity List and the BIS Military End User/Use List. (4) Licensee shall keep complete and accurate records pertaining to the sale of Items and shall make any such records available for audit by ST or its auditors at any time upon the request of ST, so as to enable ST to check compliance by Licensee with above sections (1), (2) and (3). ST reserves the right to request and review evidence of due diligence and compliance with the above requirements, including the screening of customers of Licensee. (5) In case of breach of any of Licensee commitments under sections (1), (2), (3) and/or (4), ST shall be entitled to immediately terminate this agreement upon giving written notice to Licensee with no prejudice to the right of ST to be fully indemnified by Licensee from any liability, losses, damages or costs of any sort incurred or suffered by ST as a result of any such breach. Licensee also understands that ST is legally obligated to report any such breach to the applicable authorities and consents to such disclosure.
Some Licensed Materials may (i) require licenses from third parties claiming intellectual property rights covering use or implementation of the Licensed Materials or (ii) be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own intellectual property rights that cover implementation or use of those standards. You agree that You are responsible for obtaining any such license which may be needed, and no such license is provided by ST or its Affiliates.
You shall be responsible for the due and proper compliance with the terms and conditions of this LLA by your customers and shall be liable to ST for any and all damages incurred by ST, its Affiliates and its suppliers and licensors in connection with any such customers’ non-compliance therewith. 9. DISCLAIMER OF DAMAGES
IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE TO THE LICENSEE AND ITS CUSTOMERS FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST SAVINGS, LOSS OF BARGAIN OR OPPORTUNITY, PROFESSIONAL FEES OR EXPENSES, BUSINESS INTERRUPTION, LOST REVENUES OR SALES, DAMAGE TO PRODUCT OR EQUIPMENT OR TO FACILITIES, COSTS OF SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, REWORK CHARGES, COSTS ASSOCIATED WITH DOWN TIME, LOSS OF GOODWILL, LOSS OF DATA OR FOR ANY DAMAGES COSTS OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY – EVEN IF ST AND ITS AFFILIATES HAVE BEEN ADVISED, OR ARE AWARE, OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH THIS LLA. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY UNDER THIS LLA SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- TERM AND TERMINATION
This LLA shall be valid from acceptance by You of this LLA for an unlimited period of time until terminated by either ST or Licensee upon one (1) month prior written notice to the other. Notwithstanding the foregoing, Licensee may terminate this LLA at any time by destroying all Licensed Materials, Documentation and other Confidential Information or by returning those to ST. ST may terminate this LLA at any time if: • You fail to comply with the terms and conditions of this LLA, or • You file litigation against ST or its Affiliates, or • ST or its Affiliates receive notice of any claim, suit or proceeding that alleges that the Licensed Materials or Your use or distribution of the Licensed Materials infringes any third-party intellectual property rights, or • to the extent permitted by laws, a voluntary or involuntary petition in bankruptcy or winding up is filed against Licensee, any proceedings in insolvency or bankruptcy are instituted against Licensee, a trustee or receiver is appointed over Licensee, or any assignment is made for the benefit of creditors of Licensee. Upon termination You shall delete, destroy, or return to ST all Licensed Materials in your possession and You shall stop using the Licensed Materials for any purpose whatsoever. The rights and obligations under Articles from 2 to 11 will survive the termination of this LLA. 11. MISCELLANEOUS Severability. If a court or agency of competent jurisdiction holds any term of this LLA invalid, illegal, or unenforceable for any reason, the remainder of this LLA shall be valid and enforceable and You and ST shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties’ intent in entering into this LLA. Waiver. The failure by ST to enforce any provisions of this LLA or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof. Relationship. No agency, joint venture, partnership or other business organisation shall be created or be construed as being created by reason of this LLA. You will not have the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of ST and its Affiliates or bind ST and its Affiliates in any respect whatsoever. You and ST are independent parties and nothing in this LLA shall be construed as making You an employee, agent or legal representative of ST. Privacy. If within the framework of the object of the Agreement, if ST or both Parties consider that personal data must be exchanged for the purpose of processing them, the Parties must come together in order to define the terms and conditions applying to the processing of personal data.
Sustainability. ST has a longstanding commitment to sustainability and desires to do business with entities who share in ST’s core values. Sustainability includes topics ranging from protection of the environment and responsible sourcing, to promoting a culture of diversity, equity and inclusion. ST issues an annual sustainability report detailing its on-going programs as well as a sustainability charter setting out its goals for the coming years, which report and charter can be accessed through ST’s public website at www.st.com (see “Sustainability” link at bottom). Licensee confirms that it too has active programs in place related to improving sustainability and that it supports sustainability initiatives.
Assignment. Licensee shall not assign this Agreement or any other right or rights thereto, including any and all intellectual property rights, whether by operation of law, merger, acquisition of all or substantially all of Licensee’s assets or that portion of Licensee’s business to which this Agreement pertains, sale of equity resulting in a change of control or otherwise, without the prior written consent of ST. Any attempted assignment in violation of this Clause shall be null and void and deemed a material breach of this Agreement. ST may assign this Agreement as well as its rights and obligations in whole or in part to any of its Affiliates as well as to any person or entity, in connection with any transfer of any ST business or part of business to which this Agreement pertains, by merger, consolidation, reorganization or otherwise upon written notice to the Licensee.
Entire Agreement. This LLA contains the entire and sole agreement between You and ST on the subject matter of this LLA, and supersedes all representations, undertakings and agreements previously made between You and ST and/or its Affiliates and shall prevail over the terms and conditions set forth in any document from You with respect to the subject matter of this LLA. Any amendment to this LLA shall be agreed in writing and duly signed by You and ST or signed solely by You on the format proposed by ST and shall make reference to this LLA. Electronic documents and signatures will be permitted in substitution for paper-based documents and signatures. 12. ANTI-BRIBERY AND CORRUPTION POLICY REGULATIONS
Licensee represents that (i) neither it nor any of its affiliates, nor any of its or their respective directors, officers, managers, employees, independent contractors, subcontractors representatives or agents (collectively, “Representatives”), have contributed any item of value, directly or indirectly, to any third party, in violation of the United States Foreign Corrupt Practices Act, the U.K. Bribery Act, the French Sapin II law, the Italian Legislative Decree no. 231/2001 or any other applicable anti-bribery or anti-corruption law (collectively, “ABC Laws”), and (ii) it shall not, nor shall it permit any of its affiliates or any of its or their respective Representatives to, promise, authorize or make any payment to, or otherwise contribute any item of value, directly or indirectly, to any third party, in violation of any ABC Laws. Licensee further represents that it shall, and shall cause each of its affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by Licensee, its affiliates, or any of its or their respective Representatives, in violation of the ABC Laws. Licensee further represents that it shall, and shall cause each of its affiliates to, maintain policies and procedures, including systems of internal controls (including, but not limited to, accounting systems, purchasing systems, and billing systems), designed to ensure compliance with the ABC Laws. Furthermore, Licensee agrees that, at all times in connection with and throughout the term of the relevant purchase order, it and its affiliates will comply with, and take reasonable measures to ensure that their Representatives or any other third party involved in the performance of the relevant purchase order, subject to its control or determining influence, will comply with the provisions of ST’s Code of Conduct, which Code of Conduct is hereby incorporated by reference as if written out in these Terms and Conditions in full. A copy of the Code of Conduct is available at: https://www.st.com/code_of_conduct or upon written request to ST’s Compliance Office. If Licensee has evidence, reason to believe, or reasonably suspects that its or its affiliates’ Representatives or any other third party has breached any of the principles set out in ST’s Code of Conduct, Licensee will notify ST immediately, take all necessary remedial actions, and inform ST about the status of such remedial actions on a regular and timely basis. In such event, ST reserves its rights, including to immediately terminate any order.
- APPLICABLE LAW
This LLA is governed by the laws of Switzerland, without regard to its conflict of law rules. All disputes or questions arising out of or in connection with this LLA shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this LLA shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.