IMPORTANT-READ CAREFULLY:This SOFTWARE LICENSE AGREEMENT (“Agreement”) for ST materials is made as of the Effective Date (defined below) between you, on behalf of the entity by which you are employed or engaged (“Licensee”), and STMicroelectronics International NV, a company incorporated under the laws of the Netherlands acting for the purpose of this Agreement through its Swiss branch located at 39, Chemin du Champ des Filles, 1228 Plan-les-Ouates, Geneva, Switzerland (“ST”).
You represent that you are duly authorized to enter into this Agreement on behalf of Licensee.
“Affiliates” means any corporation, partnership, or other entity that, directly or indirectly, owns, is owned by, or is under common ownership with a party to this Agreement, 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.
The ST materials licensed under this Agreement shall mean the materials (including, without limitation, any software and hardware) which accompany or are otherwise made available by ST and its Affiliates after agreeing to this Agreement, including any associated media, and Documentation, and Updates (collectively the “Licensed Materials”). Except as expressly permitted under this Agreement, no modifications of the Licensed Materials are permitted. To the extent any modifications to the Licensed Materials are permitted, such modifications shall also be deemed to be Licensed Materials under this Agreement. “Documentation” means any written materials, whether in printed or electronic form, including, without limitation, any manuals, instructions, guides, comments, and annotations, which is related to any other Licensed Materials and made available to Licensee under this Agreement. “Updates” means any updates of the Licensed Materials, including, without limitation, new versions, bug fixes, corrections, replacements, errata, and supplements, that ST and/or its Affiliates may provide to Licensee or make available to Licensee after the date Licensee obtains the Licensed Materials to the extent that such items are not subject to a separate license agreement or other terms of use.
THE LICENSED MATERIALS ARE LICENSED TO LICENSEE ON THE CONDITION THAT LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING “I ACCEPT” OR “I AGREE” OR BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE LICENSED MATERIALS LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS EFFECTIVE AS OF LICENSEE’S ACCEPTANCE (“EFFECTIVE DATE”), THROUGH ANY OF THE FOREGOING ACTS OF ACCEPTANCE OR OTHERWISE. IF LICENSEE DOES NOT FULLY AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE IS NOT AUTHORIZED TO INSTALL, ACCESS OR USE THE LICENSED MATERIALS.
TO THE EXTENT THAT THE LICENSED MATERIALS INCLUDE ANY OPEN SOURCE SOFTWARE, (I) THE WARRANTY DISCLAIMERS OF ARTICLE 5 APPLY, AND (II) LICENSEE AGREES NOT TO USE OR RETAIN THE OPEN SOURCE SOFTWARE WITHOUT FIRST ACCEPTING THE APPLICABLE OPEN SOURCE TERMS.
TO THE EXTENT THAT THE LICENSED MATERIALS INCLUDE ANY THIRD PARTY MATERIALS, (I) THE WARRANTY DISCLAIMERS OF ARTICLE 5 APPLY AS BETWEEN ST AND LICENSEE, AND (II) LICENSEE AGREES NOT TO USE OR RETAIN THE THIRD PARTY MATERIALS WITHOUT FIRST ACCEPTING THE APPLICABLE THIRD PARTY TERMS.
1. LIMITED LICENSEST hereby grants Licensee, under ST’s intellectual property rights, during the term of this Agreement, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sublicense, to use and reproduce the Licensed Materials for the Limited License Purpose. “Limited License Purpose” means evaluation, simulation, testing, development of Licensee’s software/hardware applications for use solely and exclusively with ST Products, demonstrating such Licensee’s software/ hardware applications solely and exclusively with ST Products, and designing, manufacturing, and selling Licensee Products that incorporate one or more ST Products as components. “ST Products” means integrated circuits supplied by ST or its Affiliates. “Licensee Products” means products designed, manufactured, and sold by or for Licensee as Licensee’s own product.
To the extent the Licensed Materials are made available to Licensee in source code form and subject to the terms and conditions of this Agreement, ST hereby grants Licensee under ST’s intellectual property rights, during the term of this Agreement, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sublicense, to use, reproduce and modify internally the source code form of the Licensed Materials and compile such modified source code into new object code, solely for the Limited License Purpose.
Subject to the terms and conditions of this Agreement ST hereby grants Licensee under ST’s intellectual property rights, during the term of this Agreement, a worldwide, non-exclusive, non-transferable, royalty-free license, without the right to sublicense, to use and reproduce internally the Documentation solely to support the Limited License Purpose, including for the creation of Licensee’s own documentation to support the sale and use of Licensee Products, provided Licensee’s documentation shall not include any trademarks of ST or otherwise appear to be created by or endorsed by ST, except as needed to inform customers that Licensee Products incorporate ST Products.
Subject to all limitations described herein, Licensee is authorized to have third party contractors exercise for Licensee and on Licensee’s behalf the license rights as set forth above, provided that Licensee ensures such contractors are aware of and comply with the terms and conditions of this Agreement.
2. RESTRICTIONSTo the extent Licensee has any third party contractor exercise any license rights under this Agreement on Licensee’s behalf, Licensee shall be fully responsible for any act or omission of such contractor, and any noncompliance by such contractor with the terms and conditions of this Agreement shall be deemed a material breach by Licensee of this Agreement.
Licensee acknowledges that the Licensed Materials have not been specifically designed to meet Licensee’s individual requirements and that Licensee has all information necessary to evaluate whether the Licensed Materials meet Licensee’s requirements or not, and will be suitable or not for Licensee’s intended use or application. Therefore Licensee agrees that the Licensed Materials shall be deemed accepted by Licensee upon delivery to Licensee. Licensee’s use of the Licensed Materials and any development that results from such use shall be at Licensee’s sole risk. Licensee acknowledges and agrees that ST and its Affiliates shall not in any way be held responsible for (and Licensee agrees to fully indemnify ST and its Affiliates for any attempt by Licensee to hold ST and its Affiliates responsible for) any consequences resulting from use of the Licensed Materials and any development that results from such use.
Licensee acknowledges that Licensee is receiving the Licensed Materials under a limited license and not as a purchaser of the Licensed Materials.
Unless otherwise expressly stipulated under Article 1, Licensee shall not, and shall not permit any third party to: (i) copy, reproduce or duplicate the Licensed Materials; (ii) translate, modify, adapt, decompile, disassemble, reverse engineer, or make derivative works of the Licensed Materials; (iii) rent, disclose, publish, sell, assign, lease, lend, sublicense, market, transfer, distribute, or otherwise provide third parties access to the Licensed Materials; (iv) attempt to derive the source code, algorithmic nature, or structure of any non-source code portions of the Licensed Materials; (v) use the Licensed Materials to create any product that competes with the Licensed Materials or any ST Product; (vi) remove or circumvent any protection or restrictive technology mechanism of the Licensed Materials or ST Products; (vii) disclose the results of the Licensed Materials’ performance to any third party; or (viii) otherwise use any portion of the Licensed Materials in any manner not expressly authorized by this Agreement.
Other than the limited license expressly granted to Licensee under Article 1 herein, no other rights or licenses are granted by implication, estoppel, or otherwise (i) under any intellectual property rights of ST and/or its Affiliates or any intellectual property of any third party, or in any other proprietary rights in the Licensed Materials or in any other information furnished by ST or its Affiliates under this Agreement, (ii) for the combination of such Licensed Materials or other 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 (iii) with respect to any trademark, trade or brand name, domain name, corporate name of ST and/or Affiliates, or any other name or mark, or contraction abbreviation or simulation thereof, or (iv) under any intellectual property rights covering any standard, including, without limitation, standards of standard setting bodies, standards of industry associations, standards of one or more companies, and de facto standards.
Licensee shall not use the Licensed Materials as a standalone product or, as such, in a product, to be distributed, marketed or otherwise offered for sale or for rent ultimately, nor sell, or otherwise transfer it for value. For avoidance of doubt, nothing shall prevent the Licensee from distributing any of Licensee’s software/hardware applications, including Licensee Products, provided that except as expressly permitted hereunder they do not contain any Licensed Material or part thereof nor result in whole or in part from use of the Licensed Materials.
THIS AGREEMENT DOES NOT PROHIBIT LICENSEE FROM USING THE LICENSED MATERIALS (MODIFIED OR UNMODIFIED) IN THE DESIGN OF, MANUFACTURE OF, OR USE IN ANY AUTOMOTIVE DEVICE, SYSTEM, APPLICATION, OR ENVIRONMENT (“AUTOMOTIVE USE”), AND LICENSEE ACKNOWLEDGES AND THE PARTIES AGREE THAT (I) THE LICENSED MATERIALS, AS PROVIDED BY ST, HAVE NOT BEEN EVALUATED, QUALIFIED, OR OTHERWISE VALIDATED FOR ANY AUTOMOTIVE USE, (II) ST PROVIDES NO REPRESENTATION OR WARRANTY THAT THE LICENSED MATERIALS ARE CAPABLE OF BEING SUCCESSFULLY USED OR SUCCESSFULLY QUALIFIED FOR ANY AUTOMOTIVE USE, (III) LICENSEE SHALL TAKE SOLE RESPONSIBILITY FOR ANY AUTOMOTIVE USE, (IV) LICENSEE REPRESENTS, WARRANTS, AND AGREES THAT LICENSEE WILL NOT USE THE LICENSED MATERIALS IN ANY AUTOMOTIVE USE WITHOUT FIRST PERFORMING APPROPRIATE EVALUATION, QUALIFICATION, OR OTHER VALIDATION TO SATISFY ALL LAWS, REGULATIONS, SAFETY, AND OTHER REQUIREMENTS, AND (V) IF LICENSEE USES THE LICENSED MATERIALS IN ANY AUTOMOTIVE USE, LICENSEE SHALL FULLY INDEMNIFY ST AND ITS AFFILIATES FOR ANY LOSSES, DAMAGES, COSTS (INCLUDING LEGAL FEES) AND EXPENSES INCURRED BY OR FINALLY AWARDED (I.E., NOT APPEALABLE) AGAINST ST OR ITS AFFILIATES AS A RESULT OF OR IN CONNECTION WITH ANY SUCH AUTOMOTIVE USE. THIS PARAGRAPH SETS FORTH ESSENTIAL CONDITIONS OF THE PARTIES’ DECISION TO ENTER INTO THIS AGREEMENT, WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
EXCEPT AS EXPRESSLY STATED IN THE IMMEDIATELY PRECEDING PARAGRAPH, LICENSEE SHALL NOT USE THE LICENSED MATERIALS IN ANY SAFETY CRITICAL APPLICATIONS (INCLUDING, WITHOUT LIMITATION, LIFE SUPPORT, MILITARY, NUCLEAR, OR AEROSPACE DEVICES, SYSTEMS, APPLICATIONS OR ENVIRONMENTS). LICENSEE SHALL FULLY INDEMNIFY ST AND ITS AFFILIATES FOR ANY LOSSES, DAMAGES, COSTS (INCLUDING LEGAL FEES) AND EXPENSES INCURRED BY OR FINALLY AWARDED (I.E., NOT APPEALABLE) AGAINST ST OR ITS AFFILIATES AS A RESULT OF OR IN CONNECTION WITH ANY SUCH USE. THIS PARAGRAPH SETS FORTH ESSENTIAL CONDITIONS OF THE PARTIES’ DECISION TO ENTER INTO THIS AGREEMENT, WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
Licensee shall limit access and use of the Licensed Materials to Licensee’s employees who have a need to access the Licensed Materials for the Limited License Purpose. Licensee shall ensure that all such employees are aware of and comply with the provisions of this Agreement. Licensee shall be fully responsible for any act or omission of such employees, and any noncompliance by such employees with the terms and conditions of this Agreement shall be deemed a material breach by Licensee of this Agreement.
Except as expressly permitted under Article 1 or as otherwise expressly agreed in writing by ST, Licensee shall not allow any third party to access or use the Licensed Materials.
ST and its Affiliates have no obligation to provide Licensee with maintenance, technical support or Updates for the Licensed Materials.
3. OWNERSHIP, COPYRIGHTS AND TRADEMARKS The Licensed Materials are and shall remain the exclusive property of ST, its Affiliates, or their licensors, whether or not specifically recognized or perfected under the laws of the country where the Licensed Materials are delivered, stored, or used. Licensee shall not take any action that jeopardizes any rights of ST, its Affiliates, or their licensors in the Licensed Materials. Except the limited rights specified in Article 1, Licensee shall not acquire, nor attempt to acquire, any rights in the Licensed Materials. In the event Licensee nevertheless acquires any right in the Licensed Materials, Licensee shall cooperate with ST to transfer such rights to ST, its Affiliates, or its licensors, as requested by ST.
All right, title and interest in and to the Licensed Materials, are owned or licensed by ST, its Affiliates, or their licensors. Licensee shall ensure that all notices of ST, its Affiliates, or their licensors, including, without limitation, all copyright, trademark, open source, and regulatory notices, are reproduced in and with any copies of the Licensed Materials. Licensee shall not remove, modify, separate, or alter any such notice from the Licensed Materials.
4. CONFIDENTIALITY “Confidential Information” means (i) all information provided with the Licensed Materials which (a) is designated as “confidential”, “proprietary” or with a similar notice, (b) is by its own nature of a type which would reasonably be considered confidential or (c) is source code, and (ii) the Licensed Materials. Licensee shall only use the Confidential Information for the Limited License Purpose, and shall protect the confidentiality of the Confidential Information provided by ST and its Affiliates under this Agreement 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 Licensee uses to protect Licensee’s own confidential information of like nature.
To the extent Licensee provides access to Confidential Information to its employees or contractors, as permitted under this Agreement, Licensee shall ensure that such employees and contractors are aware of and comply with all provisions of this Agreement applicable to such Confidential Information, and any failure by such employees or contractors to comply with such provisions shall be deemed a material breach of this Agreement by Licensee.
Upon Licensee becoming aware of any unauthorised use, unauthorised disclosure, unauthorised access, theft, or loss of the Licensed Materials or other Confidential Information, Licensee shall immediately notify ST.
The confidentiality obligations of this Agreement 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 employees of the Licensee who did not have access at any time to the Licensed Materials or other Confidential Information, the burden of proof of independence being on the Licensee.
These confidentiality obligations shall survive any termination or expiration of the Agreement for whatever cause.
5. DISCLAIMER OF WARRANTY LICENSEE ACKNOWLEDGES THAT THE LICENSED MATERIALS (INCLUDING, WITHOUT LIMITATION, ANY UPDATES) AND ANY AND ALL PARTS THEREOF ARE PROVIDED “AS IS”. ST AND ITS AFFILIATES 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 OF THE LICENSED MATERIALS AND/OR PARTS THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, AND/OR (II) ANY USE 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 LICENSEE’S SOLE RESPONSIBILITY TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. ST AND ITS AFFILIATES DISCLAIM ANY LIABILITY IN CASE ANY USE OF LICENSED MATERIALS PERMITTED UNDER THIS AGREEMENT INFRINGES 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 LICENSEE OR LICENSEE’S CUSTOMERS.
LICENSEE REPRESENTS THAT LICENSEE HAS RELIED ON NO REPRESENTATIONS OR WARRANTIES OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT AND THAT NO OTHER REPRESENTATIONS OR WARRANTIES ARE MADE BY ST OR ITS AFFILIATES OR GRANTED BY OPERATION OF LAW, TO THE GREATEST EXTENT PERMITTED BY LAW.
THIS ARTICLE 5 SETS FORTH ESSENTIAL CONDITIONS OF THE PARTIES’ DECISION TO ENTER INTO THIS AGREEMENT, WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
6. OPEN SOURCE SOFTWARE AND THIRD PARTY MATERIALSOpen Source Software
Some portion of the Licensed Materials might contain Open Source Software subject to Open Source Terms, as further specified in the Licensed Materials. Such Open Source Software is supplied to Licensee under the applicable Open Source Terms and is not subject to the terms and conditions of this Agreement to the extent the terms and conditions of this Agreement are in conflict with such applicable Open Source Terms.
For the purpose of this Agreement, “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 any other 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.
In regard to the Licensed Materials that are not already subject to Open Source Terms, Licensee agrees that it will not take action to cause them to become subject to Open Source Terms.
Third party Materials
Some portion of the Licensed Materials might contain Third Party Materials subject to Third Party Terms, as further specified in the Licensed Materials. Such Third Party Materials are supplied to Licensee under the applicable Third Party Terms and are not subject to the terms and conditions of this Agreement to the extent the terms and conditions of this Agreement are in conflict with such applicable Third Party Terms.
For the purpose of this Agreement, “
Third Party Terms” shall mean any terms and conditions imposed or required by a third party for the use of Third Party Materials. “
Third Party Materials” shall mean any Licensed Materials that are owned or licensed from a third party under Third Party Terms, as (i) provided to Licensee before Licensee receives Third Party Materials, (ii) provided to Licensee before Licensee receives access to Third Party Materials, (iii) provided to Licensee with the Third Party Materials or other Licensed Materials, (iv) otherwise provided or made available to Licensee in relation the Third Party Materials or other Licensed Materials.
7. COMPLIANCE Licensee agrees not to use the Licensed Materials in violation of any law, statute, ordinance, regulation, or any obligation by which Licensee is bound. Licensee agrees to comply with all applicable laws and regulations regarding the use of the Licensed Materials. Specifically but without limiting the generality of the foregoing, Licensee acknowledges that the Licensed Materials are subject to export controls restrictions and Licensee agrees to comply with 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.
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. Licensee agrees that Licensee will obtain any necessary licenses from such third parties prior to Licensee’s implementation of the license rights granted by ST to Licensee herein.
8. DISCLAIMER OF DAMAGES IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE TO LICENSEE OR LICENSEE’S 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 TO 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, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE IN RELATION TO THE LICENSED MATERIALS OR OTHER CONFIDENTIAL INFORMATION – EVEN IF ST HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES. ST’S AND ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY TOWARDS LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED 100 USD (ONE HUNDRED UNITED STATES DOLLARS). THE LIMITATIONS SET FORTH ABOVE IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THIS ARTICLE 8 SETS FORTH ESSENTIAL CONDITIONS OF THE PARTIES’ DECISION TO ENTER INTO THIS AGREEMENT, WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
9. TERM AND TERMINATION This Agreement shall be valid for an initial period of one year from acceptance by Licensee of this Agreement, Thereafter, it shall automatically renew for an unlimited number of subsequent one-year periods 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 Agreement at any time by destroying or returning to ST all Licensed Materials and other Confidential Information. ST may terminate this Agreement at any time if (i) Licensee fails to comply with the terms and conditions of this Agreement, or (ii) Licensee files litigation against ST or its Affiliates, (iii) ST or its Affiliates receive notice of any claim, suit or proceeding that alleges that the Licensed Materials or Licensee’s use of the Licensed Materials infringes any third party intellectual property rights or (iv) to the extent permitted by applicable law, 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, Licensee shall destroy or return to ST all Licensed Materials and other Confidential Information in Licensee’s possession and Licensee shall stop using the Licensed Materials and other Confidential Information for any purpose whatsoever. The rights and obligations under Articles from 2 to 11 will survive the termination or expiration of this Agreement. Furthermore, in the event Licensee has sold a Licensee Product before termination of this Agreement, Licensee’s license to continue selling such Licensee Product shall survive such termination, except that ST may terminate such surviving license in the event of any claim or lawsuit against ST or its Affiliates related to such Licensee Product.
10. MISCELLANEOUSIf a court or agency of competent jurisdiction holds any term of this Agreement invalid, illegal, or unenforceable for any reason, the remainder of this Agreement shall be valid and enforceable and Licensee and ST shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.
The failure by ST to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof. In the event ST provides any support, services, or other assistance that are not required under this Agreement, Licensee shall not be entitled to rely on such assistance or to expect similar assistance at any time thereafter. Licensee further acknowledges that such assistance shall never increase, expand, or modify the scope or applicability of any terms and conditions of this Agreement.
ST may assign this Agreement at its sole discretion, provided that ST shall provide notice to Licensee of such assignment. Licensee shall not assign this Agreement or any rights or obligations under this Agreement without ST’s written approval. Any purported assignment in violation of this paragraph shall be null and void. For purposes of this paragraph, a change of control of a party, such as the acquisition by a third party of a majority of a party’s voting stock, shall be deemed to be an assignment.
All notices required to be given under this Agreement shall be in writing and delivered to the following address either by hand (effective upon delivery), by first class pre-paid letter (effective 48 hours after posting), by reputable overnight delivery service (effective 24 hours after posting), or by email (effective 24 hours after sending):
If to ST: STMicroelectronics International N.V.
39, Chemin du Champ des Filles
1228 Plan-les-Ouates
Geneva, Switzerland
Attention: EMEA Regional Counsel
email: legalnotice.ch@st.com
If to Licensee: The email address linked to Licensee’s account on ST’s system used by Licensee to access and accept this Agreement
This Agreement does not create any right enforceable by any party’s Affiliate or by any other person or entity who is not a Party to this Agreement.
No agency, joint venture, partnership or other business organization shall be created or be construed as being created by reason of this Agreement. Licensee shall 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. Licensee and ST are independent parties. Nothing in this Agreement shall be construed as making Licensee an employee, agent or legal representative of ST.
This Agreement contains the entire and sole agreement between Licensee and ST on the subject matter of this Agreement, and supersedes all representations, undertakings and agreements previously made between Licensee and ST and/or its Affiliates and shall prevail over the terms and conditions set forth in any document from Licensee with respect to the subject matter of this Agreement. Any amendment to this Agreement shall be agreed in writing and be duly signed by Licensee and ST and shall make reference to this Agreement.
11. APPLICABLE LAW This Agreement 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 Agreement shall be finally settled by the competent courts of Geneva, Switzerland. Notwithstanding the aforesaid, nothing in this Agreement shall prevent ST from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction.
