ams AG Software License Agreement and Non-Disclosure Agreement ("Agreement")
THIS IS A LEGAL AGREEMENT BETWEEN YOU ("RECIPIENT") AND AMS AG ("ams") STATING THE TERMS THAT GOVERN THE CONFIDENTIALITY OF INFORMATION RECIPIENT MAY PROVIDE IN YOUR APPLICATION TO BECOME A LICENSEE AND ANY COMMUNICATION, INFORMATION OR DOCUMENTATION RECIPIENT MAY RECEIVE FROM ams. PLEASE READ THIS AGREEMENT BEFORE CHECKING THE BOX AT THE BOTTOM OF THIS PAGE AND PRESSING THE "AGREE" BUTTON. BY PRESSING "AGREE," YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "CANCEL" AND YOU WILL BE UNABLE TO APPLY FOR ENROLLMENT IN THE ams LICENSING PROGRAM.
I.) SCOPE OF LICENSE. Recipient may use, reproduce and distribute Software provided by ams (hereinafter "Software") only as an integral part of or incorporated in your products subject to these conditions:
1.) This Software is licensed for use only in conjunction with ams products. Use of the Software in conjunction with non-ams products is not licensed hereunder.
2.) Recipient may not copy, modify, rent, sell, distribute or transfer any part of the software except as provided in this Agreement, and you agree to prevent unauthorized copying the Software. You are not authorized to distribute the Software thereof in source code or in object code or in executable format to open source Communities such as Linux, Android etc.
3.) Recipient may not reverse engineer, decompile, or disassemble Software provided as object code.
4.) Recipient may only distribute the source code or portions of the source code to your customers pursuant to a written license agreement. Such license agreement may be a "break-the-seal" license agreement. At a minimum such license shall safeguard ams' ownership right to the Software.
Software under the terms of this agreement is to be understood as: Firmware, Driver Software, Sample Code, PC-Demo-Software.
II.) NO OTHER RIGHTS. No rights or licenses are granted by ams to Recipient, expressly or by implication, with respect to any proprietary information or patent, copyright mask, work, trademark, trade secret or other intellectual property right owned or controlled by ams, except as expressly provided in this agreement.
III.) OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with ams. The Software is copyrighted and protected by the laws of the European Union, the United States and other countries and international treaty provisions. Recipient may not remove any copyright notices from the software. ams may make changes to the software or to items referenced therein at any time without notice and is not obligated to support or update the Software.
IV.) NO WARRANTY. This Software is provided by ams "AS IS" and any express or implied warranties, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose are disclaimed. Furthermore: Recipient will indemnify and fully hold harmless ams against any claims, demands and damages arising out of or in connection with a breach of any of your obligations under this Agreement.
V.) NO LIABILITY. In no event shall ams or its suppliers be liable for any direct, indirect, incidental, special, exemplary or consequential damages (including, but not limited to procurement of substitute goods or services, loss of use, data or profits, or business interruption however caused and on any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise) arising in any way out of the use of - or any inability to use - this Software, even if advised of the possibility of such damage.
VI.) TERMINATION OF THIS AGREEMENT. ams may terminate this Agreement at any time if Recipient violates its terms. Upon termination Recipient will immediately destroy the software and return all copies of the software to ams. Within ten business days of receipt of ams' written request, and at ams' option, Recipient will either return to ams all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide ams with written certification that all such tangible Confidential Information has been destroyed.
VII.) NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Recipient agrees to protect ams' Confidential Information, using at least the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but no less than a reasonable degree of care. Recipient agrees to use ams' Confidential Information for the sole purpose of evaluation in connection with Recipient's discussions with ams related to this Agreement. Recipient will not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees and consultants who have a need to know in order to accomplish such purpose and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information. Recipient will be responsible for any violation of the terms of this Agreement by its employees and consultants. Recipient agrees not to use Confidential Information for any other purpose or for its own or any third party's benefit without the prior written consent of an authorized representative of ams in each instance. Recipient may disclose Confidential Information to the extent required by law, provided Recipient makes reasonable efforts to give ams notice of such requirement prior to any such disclosure and takes reasonable steps to obtain protective treatment of the Confidential Information.
VIII.) EQUITABLE RELIEF. Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to ams that may be difficult to ascertain. Accordingly, Recipient agrees that ams will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
IX.) NO EXPORT. Recipient agrees that no Confidential Information, or any portion thereof, will be exported to any country in violation of the EC Dual-Use-Regulation and regulations hereunder, or any other applicable export control laws or regulations.
X.) NO IMPLIED WAIVER. ams' failure or delay in exercising any of its rights will not constitute a waiver of such rights unless expressly waived in writing.
XI.) APPLICABLE LAW. This Agreement is made under, and will be construed according to the laws of Austria. Any disputes arising out of or in connection with this Agreement shall be settled in compliance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) Paris by one arbitrator appointed according to said rules. The arbitration proceedings shall be held in Vienna, Austria. The language of the Arbitration shall be English.
Rev. 5.3 - 04/2012