MAXIM IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE AND DOCUMENTATION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE FOLLOWING TERMS. BY USING THIS SOFTWARE AND/OR DOCUMENTATION, YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE OR DOCUMENTATION.
NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT
FOR EE-SIM OASIS SIMULATOR
This Nonexclusive Software License Agreement for the EE-Sim® OASIS Simulator ("Agreement") is a contract between you ("Licensee") and Maxim Integrated Products, Inc., a Delaware corporation, with a principal place of business at 160 Rio Robles, San Jose, CA 95134, and its subsidiaries (collectively, "Maxim") for the accompanying Maxim Software and Documentation, as defined below.
1. Definitions. As used in this Agreement, the following capitalized terms will have the meanings defined below:
a. "Documentation" means any and all accompanying documentation, including library files, device models, images, and any other graphic resources provided by Maxim for the Software.
b. "Object Code" means the Software computer programming code that is in binary form (including related documentation, if any), and error corrections, improvements, modifications, and updates.
c. "Software" means the Maxim software including, but not limited to, models, schematics, HTML pages, user guides, design analyzers and guides, and branding images in the EE-Sim® OASIS Simulator package, and any updates thereto and derivatives thereof.
d. "Source Code" means the Software computer programming code that may be printed out or displayed in human readable form (including related programmer comments and documentation, if any), and error corrections, improvements, modifications, and updates.
2. Software License Grant. Subject to Licensee’s compliance with the terms of this Agreement, Maxim grants to Licensee a non-exclusive, non-transferable, worldwide license to internally use and evaluate the Software.
3. Documentation License Grant. Subject to Licensee’s compliance with the terms of this Agreement, Maxim grants to Licensee a non-exclusive, non-transferable, worldwide license to use the Documentation in support of Licensee's authorized use of the Software.
4. Third Party Requirements. It is Licensee’s responsibility to comply with any third-party license terms or requirements applicable to the use of any third party software, specifications, systems, or tools. This includes, by way of example but not as a limitation, any standards-setting organizations requirements and local encryption laws and requirements. Maxim is not responsible and will not be held responsible for Licensee’s failure to comply with any applicable third-party terms or requirements.
SIMetrix and SIMetrix/SIMPLIS Technology. Licensee acknowledges that the EE-Sim® OASIS Simulator includes software that has been developed by and is owned by SIMPLIS Technologies, including, but not limited to the simulation engine and software interface (the SIMPLIS software”). In order for Licensee to use the EE-Sim® OASIS Simulator, Licensee must accept the terms and conditions of the SIMetrix/SIMPLIS End User License Agreement, which can be found at http://simetrix.co.uk/site/users/SIMetrixEndUserLicenseAgreement.html (the “SIMetrix/SIMPLIS License”). The SIMPLIS software is not covered by this Agreement and is covered by the SIMetrix/SIMPLIS License. If the SIMPLIS Software is used separate from the Software, any such use will be governed solely by the SIMetrix/SIMPLIS License.
5. Open Source Components. Notwithstanding the license grant in Section 2 above, Licensee further acknowledges that certain components of the Software may be covered by so-called "open source" software licenses ("Open Source Components"). Open Source Components means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. To the extent required by the licenses covering Open Source Components, the terms of such license will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Components, those restrictions will not apply to the Open Source Component.
6. Licensee Obligations. Licensee will not: (a) engage in unauthorized use, modification, disclosure, or distribution of Software or Documentation, or its derivatives; or (b) reverse engineer (by disassembly, decompilation, or otherwise) Software or any portion thereof. Licensee may not remove or alter any copyright or other proprietary rights notice posted in any portion of the Software or Documentation. Licensee will defend, indemnify, and hold Maxim and its subsidiaries harmless from and against any and all claims, costs, damages, expenses (including reasonable attorney's fees), liabilities, and losses, including without limitation: (x) any claims directly or indirectly arising from or related to the use, modification, disclosure or distribution of the Software, Documentation, or any related intellectual property rights; (y) the use, sale, or distribution of licensee products; and (z) any breach of this Agreement.
7. Confidentiality. Licensee agrees that the Software (including but not limited to the Source Code, Object Code, and library files, if provided) and its derivatives, Documentation and underlying inventions, algorithms, know-how and ideas relating to the Software and the Documentation are proprietary information belonging to Maxim and its licensors ("Proprietary Information"). Except as expressly and unambiguously allowed in this Section, Licensee will hold in confidence and not use or disclose any Proprietary Information and will similarly bind its employees in writing. Proprietary Information will not include information that: (i) is in or enters the public domain without breach of this Agreement and through no fault of the receiving party; (ii) the receiving party was legally in possession of prior to receiving it; (iii) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the disclosing party's Proprietary Information; or (iv) the receiving party receives from a third party without restriction on disclosure. If Licensee is required to disclose Proprietary Information by law, court order, or government agency, Licensee will give Maxim prompt notice of this requirement to allow Maxim to object or limit the disclosure. Licensee agrees that the provisions of this Agreement regarding unauthorized use and nondisclosure of the Software, Documentation, and related Proprietary Rights are necessary to protect the legitimate business interests of Maxim and its licensors and that monetary damage alone cannot adequately compensate Maxim or its licensors if these provisions are violated. Licensee, therefore, agrees that if Maxim alleges that Licensee has breached or violated any provision in this Section then Maxim will have the right to injunctive relief, without the requirement for the posting of a bond, in addition to all other remedies at law or in equity.
8. Ownership of Proprietary Rights. Maxim and its licensors retain all right, title, and interest in and to the Software and Documentation including, but not limited to all patent, copyright, trade secret, and other intellectual property rights in the Software, Documentation, and underlying technology and all copies and derivative works thereof (by whomever produced). Licensee use of the modifications and derivatives is limited to the license rights described in this Agreement.
9. Termination of Agreement. Without prejudice to any other rights, this Agreement terminates immediately, without notice by Maxim, upon a failure by Licensee to comply with any provision of this Agreement. Upon termination, Licensee will immediately stop using the Software, Documentation, and all derivatives thereof, and immediately destroy all copies.
10. Warranty Disclaimers. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. MAXIM AND ITS LICENSORS ASSUME NO RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, OR APPLICATION OF THE SOFTWARE OR DOCUMENTATION. MAXIM AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE WILL MEET REQUIREMENTS OF LICENSEE OR ANY THIRD PARTY, BE UNINTERRUPTED, OR ERROR-FREE. MAXIM AND ITS LICENSORS HAVE NO OBLIGATION TO CORRECT ANY DEFECTS IN THE SOFTWARE.
11. Limited Liability. IN NO EVENT WILL MAXIM OR ITS LICENSORS BE LIABLE OR OBLIGATED UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY DIRECT OR INDIRECT DAMAGES OR EXPENSES INCLUDING BUT NOT LIMITED TO INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS OR LOST DATA; COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES; OR ANY CLAIMS BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ANY DEFENSE THEREOF); OR OTHER SIMILAR COSTS. The aggregate and cumulative liability of Maxim and its licensors for damages under this Agreement will in no event exceed $100 or the amount Licensee paid Maxim for the Software and Documentation, whichever is greater. Licensee acknowledges that the foregoing limitations are reasonable and an essential part of this Agreement.
12. General. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA AND THE UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. Licensee agrees that any disputes arising out of or related to this Agreement, Software, or Documentation will be brought exclusively in the courts located in Santa Clara County, California. This Agreement will constitute the entire agreement between the parties with respect to its subject matter. It will not be modified except by a written agreement signed by an authorized representative of Maxim. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and be enforceable. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions of this Agreement, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. Licensee agrees to comply with all import and export laws and restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority. The indemnities, obligations of confidentiality, and limitations on liability described in this Agreement, and any right of action for breach of this Agreement prior to termination, will survive any termination of this Agreement. Any prohibited assignment will be null and void. Use, duplication, or disclosure by the United States Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause of FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Maxim Integrated Products, Inc., 160 Rio Robles, San Jose, CA 95134.
If Licensee has any questions about this Agreement, please write to Maxim Integrated Products, Inc., 160 Rio Robles, San Jose, CA 95134 USA. ATTN: Marketing.
Copyright (c) 2018 Maxim Integrated Products, Inc. All rights reserved.
License Rev. No. 01-101118