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| 1 | + Alif Semiconductor Software License Agreement |
| 2 | + ============================================= |
| 3 | + |
| 4 | +IMPORTANT: PLEASE READ CAREFULLY THE FOLLOWING ALIF SEMICONDUCTOR SINGAPORE |
| 5 | +PTE. LTD. ("ALIF") SOFTWARE LICENSE AGREEMENT ("AGREEMENT"). |
| 6 | +BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS |
| 7 | +SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION) FROM |
| 8 | +Alif SEMICONDUCTOR, YOU AGREE ON BEHALF OF YOURSELF OR ON BEHALF OF ANY |
| 9 | +ENTITY BY WHICH YOU ARE EMPLOYED TO BE BOUND BY THIS AGREEMENT. |
| 10 | + |
| 11 | +Under Alif Semiconductors' intellectual property rights and subject to |
| 12 | +applicable licensing terms for any third-party software incorporated in this |
| 13 | +software package and applicable Open Source Terms (as defined here below), |
| 14 | +You may use and redistribute the Software, in source and binary forms, with |
| 15 | +or without modification, provided that the following conditions are met: |
| 16 | + |
| 17 | +1. Redistributions in source form (including any additions or modifications |
| 18 | +to or derivative works of the Software) must retain Alif's copyright notice |
| 19 | +and all other copyright notices, this list of conditions and the following |
| 20 | +disclaimers and terms. |
| 21 | + |
| 22 | +2. Redistributions in binary form, except as embedded into microcontroller |
| 23 | +or microprocessor device manufactured by or for Alif Semiconductor, or a |
| 24 | +software update for such device, must reproduce Alif's copyright notice, this |
| 25 | +list of conditions and the following disclaimers and terms in the Software |
| 26 | +and in the documentation and any other materials provided with the |
| 27 | +distribution. |
| 28 | + |
| 29 | +3. Neither the name of Alif nor the names of its suppliers may be used to |
| 30 | +endorse or promote products derived from this Software without specific prior |
| 31 | +written permission. |
| 32 | + |
| 33 | +4. The Software (including any additions or modifications to or derivative |
| 34 | +works of the Software) may only be used with and executed on Alif |
| 35 | +Semiconductors microcontroller, integrated circuits and SOC products. |
| 36 | + |
| 37 | +5. Any use, reproduction, or redistribution of the Software (including any |
| 38 | +derivative works thereof) may not be done in a manner or way that would |
| 39 | +subject the Software to any "copyleft" license or other similar licensing |
| 40 | +or distribution model, including any which would require the Software be |
| 41 | +licensed under any such license. "Copyleft" license includes the GNU |
| 42 | +General Public License, the GNU Library General Public License, the GNU |
| 43 | +Lesser General Public License, the Affero General Public License, the |
| 44 | +Mozilla Public License, the Common Development and Distribution License, |
| 45 | +the Eclipse Public License, and any Creative Commons "sharealike" license. |
| 46 | + |
| 47 | +6. You shall comply with all laws and regulations applicable to your use, |
| 48 | +transfer, import or export of the Software (including any derivative works |
| 49 | +thereof), including any applicable export control law or regulation. |
| 50 | + |
| 51 | +Alif and its suppliers own all right, title and interest in and to the |
| 52 | +Software, including all copies thereof. Except as provided in the preceding |
| 53 | +section, Alif grants no licenses or other rights by implication, estoppel or |
| 54 | +otherwise to, any patent, copyright, trademark, trade name, service mark or |
| 55 | +other intellectual property licenses or rights of Alif. All rights not |
| 56 | +expressly granted by Alif are hereby reserved. There are no implied rights. |
| 57 | + |
| 58 | +This Agreement will automatically terminate if you fail to comply with any |
| 59 | +terms or conditions of this Agreement, including any of the above conditions. |
| 60 | +Your license to use the Software immediately terminates if you breach this |
| 61 | +Agreement. |
| 62 | + |
| 63 | +Alif may make changes to the Software, at any time without notice. Alif has |
| 64 | +no obligation to update, support, or provide training for the Software. |
| 65 | + |
| 66 | +The Software may contain open source software, third party software, or other |
| 67 | +Alif software, including any that may be identified in the Software itself or |
| 68 | +in the files (if any) accompanying the Software as licensed separately under |
| 69 | +the terms of another license or agreement (collectively, the "Other |
| 70 | +Software"). The Other Software is not licensed under this Agreement. Rather, |
| 71 | +it is licensed to you under the terms of the applicable open source licenses, |
| 72 | +third party license or other Alif license agreements (the "Other Software |
| 73 | +Terms"), including any that may accompany the Software. Copyrights to the |
| 74 | +Other Software are held by copyright holders indicated in the Other Software |
| 75 | +Terms. To the extent required by the Other Software Terms, Alif will make |
| 76 | +such open source software available upon written request to Alif. |
| 77 | + |
| 78 | +ALIF PROVIDES THE SOFTWARE "AS-IS." TO THE MAXIMUM EXTENT PERMITTED BY |
| 79 | +APPLICABLE LAW, ALIF DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, |
| 80 | +WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE |
| 81 | +IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, |
| 82 | +TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. |
| 83 | +The Software is not intended for use in nuclear power, military, emergency, |
| 84 | +or medical settings or applications or any life safety, critical purpose, or |
| 85 | +other systems or applications where the use or failure of the Software may |
| 86 | +lead to death, bodily injury, damage to person or property or environmental |
| 87 | +damage. You agree that you are fully responsible for any claims, costs, |
| 88 | +damages, expenses, and attorneys' fees arising out of any such use, even if |
| 89 | +any claim alleges that Alif was negligent regarding the design or manufacture |
| 90 | +of the Software. |
| 91 | + |
| 92 | +IN NO EVENT SHALL ALIF OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, |
| 93 | +INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY COST OF |
| 94 | +COVER, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR |
| 95 | +PROFITS, BUSINESS INTERRUPTION, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION |
| 96 | +WITH THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER |
| 97 | +SOUNDING IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR |
| 98 | +OTHERWISE), EVEN IF ALIF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, |
| 99 | +NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY |
| 100 | +LIMITED REMEDY HEREUNDER. |
| 101 | + |
| 102 | +If you provide Alif with any feedback, suggestions, comments, modifications, |
| 103 | +corrections, enhancements or other input relating to the Software |
| 104 | +("Feedback"), Alif will be free to use, disclose, reproduce, license, |
| 105 | +distribute and otherwise exploit the Feedback in its sole discretion without |
| 106 | +any obligations or restrictions of any kind, including without limitation, |
| 107 | +intellectual property rights or licensing obligations. Alif has no obligation |
| 108 | +to use any Feedback. |
| 109 | + |
| 110 | +The laws of the State of California and the United States govern all matters |
| 111 | +arising out of this Agreement, excluding their conflicts of laws principles. |
| 112 | +All disputes will be brought exclusively in the state or federal courts in |
| 113 | +the Northern District of California, except Alif may bring an action, suit |
| 114 | +or proceeding anywhere as needed to protect its technology and intellectual |
| 115 | +property rights. Each party agrees that it submits to the personal |
| 116 | +jurisdiction and venue of the state or federal courts in the Northern |
| 117 | +District of California and waives any objections. The United Nations |
| 118 | +Convention on Contracts for the International Sale of Goods (1980) is hereby |
| 119 | +excluded in its entirety from Software to this Agreement. |
| 120 | + |
| 121 | +If any provision of this Agreement is found to be invalid, illegal or |
| 122 | +unenforceable, the validity, legality and enforceability of any of the |
| 123 | +remaining provisions shall not in any way be affected or impaired and a |
| 124 | +valid, legal and enforceable provision of similar intent and economic impact |
| 125 | +shall be substituted therefore. This Agreement sets forth the entire |
| 126 | +understanding and agreement between you and Alif, supersedes all prior |
| 127 | +agreements, whether written or oral, with respect to the Software, and may |
| 128 | +be amended only in a writing signed by both parties that identifies itself |
| 129 | +as an amendment to this Agreement. |
| 130 | + |
| 131 | +Rev. 10/2022 |
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