PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.
BY DOWNLOADING THE SOFTWARE OR CLICKING "I AGREE" YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER. YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER'S BEHALF
This agreement is between SiTime Corporation ("SiTime"), and the entity or individual agreeing to these terms ("Customer").
This agreement provides Customer access and usage of SiTime Studio™ software ("Software") available for download at www.sitime.com/sitime-studio
a) License. SiTime grants Customer a nonexclusive, nontransferable, non-sublicensable, revocable, limited license during the term of this agreement to access, install, and use the Software as permitted by the terms of this Agreement for Customer’s internal development purposes only. "Documentation" shall include the reports generated by the Software, technical and non-technical documentation, sample data, marketing materials, training material, user manuals, and other material provided through the Software or by SiTime in connection with this agreement. SiTime grants Customer a non-exclusive, nontransferable, non-sublicensable, revocable, limited license during the term of this agreement to use and copy the Documentation, solely in connection with the Software and pursuant to the terms of this agreement, and for internal development purposes only.
b) Restrictions. Customers shall not:
c) Customer Responsibilities. Customer is responsible for (i) keeping its passwords and online access keys or authentication secure and confidential; (ii) Customer data and all activity in its account in the Software; (iii) preventing unauthorized access to its account, and notifying SiTime promptly of any such unauthorized access; and (iv) using the Software only in accordance with the Software's user manual and applicable law.
d) Support Not Provided. The Software is provided AS IS, with no SiTime support.
a) Reservation of Rights. The Software, workflow processes, user interface, designs, know-how, underlying technical algorithms, Documentation, and other materials and technologies provided by SiTime in connection with the Software ("SiTime Technology"), and all copies thereof, are the proprietary property of SiTime and its licensors, and all worldwide right, title, and interest in and to such items, including all associated intellectual property rights, are retained by SiTime and its licensors. Customer may not remove or modify any proprietary marking or restrictive legends on or in the Software, Documentation, or SiTime Technology. Customer acknowledges and agrees that this agreement does not transfer any ownership, right, title, or interest in the Software, Documentation, or SiTime Technology, nor any part thereof, except the limited licenses provided hereunder.
SiTime owns all data available from the Software, including Documentation. Customer may only use, print, share, modify, distribute, or copy data and Documentation from or as output of the Software for internal evaluation purposes.
THE SOFTWARE AND DOCUMENTATION AND ANY OTHER MATERIALS PROVIDED BY SITIME PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. SITIME DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS THAT THE SOFTWARE, DOCUMENTATION, AND RESULTING REPORTS MAY NOT BE ERROR FREE. SITIME DOES NOT PROVIDE ANY WARRANTY OR MAKE ANY REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE SOFTWARE OR THE DOCUMENTATION MEETS CUSTOMER'S NEEDS OR EXPECTATIONS. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE AND RESULTS OF THE SOFTWARE AND DOCUMENTATION.
a) Definition of Confidential Information. Confidential Information means all non-public information disclosed by SiTime ("Discloser") to the Customer ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes without limitation the Software, Documentation (defined below), underlying technical algorithms, the Software user interface design and layout, and SiTime product information included in the Software.
b) Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose to any third party or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. Except as explicitly states in this agreement, the Recipient is granted no license, right, or title to Discloser’s Confidential Information or any intellectual property rights therein, which title shall remain with Discloser.
Customer acknowledges that (i) the identification of Customer as a user of the software shall not be confidential, and (ii) during and after the term of this agreement, SiTime may use any aggregated non-identifiable data within the Software for purposes of enhancing the Software, aggregated statistical analysis, technical support, and other SiTime business purposes.
c) Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without an obligation of confidentiality and without breach of any obligation owed to the Discloser, (iii) is received from a third party without an obligation of confidentiality and without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use of or reference to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
a) Term. This agreement and the licenses granted hereunder remain in effect until terminated pursuant to the provisions of this agreement, provided, however, that Customer may terminate this agreement at any time by permanently deleting, destroying, or returning, at its cost, the Software, the Documentation, and all related materials from SiTime.
b) Termination for Breach. If Customer is in breach of this agreement, SiTime may terminate this agreement upon written notice to Customer.
c) Effect of Termination. Upon termination of this agreement:
d) Suspension for Violations of Law. SiTime may temporarily suspend the use of the Software if it in good faith believes that, as part of using the Software, Customer has violated a law or a restriction in this agreement. SiTime will make a reasonable attempt to contact Customer in advance if legally permitted.
SiTime shall not be liable for any damages, including indirect, special, incidental, punitive, or consequential damages, arising out of or related to this agreement. The foregoing shall apply to the maximum extent permitted by applicable law.
If any third-party brings a claim against SiTime related to any information, reports, or data input by Customer or generated by the Software, Customer must defend, indemnify and hold SiTime and its officers, employees, agents and representatives harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
Customer is not required to provide any feedback or suggestions to SiTime. Notwithstanding anything contained in this agreement to the contrary, by submitting ideas, suggestions, recommendations, or feedback to SiTime regarding the Software or Documentation, Customer agrees that such items submitted are not Customer Confidential Information and Customer hereby grants SiTime an irrevocable, unlimited, worldwide, transferable, sub-licensable, royalty-free and fully-paid perpetual license to use such items for any business purpose.
a) Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter of this agreement. Customer is not relying on any representation concerning the subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
b) No Assignment. Customer may not assign or transfer this agreement or the Software or Documentation to a third party.
c) Independent Contractors. The parties are independent contractors with respect to each other.
d) Force Majeure. SiTime is not responsible for any failure, delay, or interruption caused by circumstances outside of its control.
e) Injunctive Relief. Each party to this agreement acknowledges that its breach of this agreement may cause irreparable damage to the other party for which monetary damages would not be an adequate remedy and agrees that the other party will be entitled to seek injunctive relief under this agreement, as well as such further relief as may be granted by a court of competent jurisdiction. The rights and remedies provided to each party herein are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
f) Severability. If any provision of this agreement is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed from the remaining provisions of this agreement and shall not affect or impair the validity or enforceability of the remaining provisions.
g) Survival of Terms. The following sections of this agreement shall survive termination of this agreement: 2(b), 3, 4, 5, 6, 7(c), 8, 9, 10, and 11.
h) Legal and Export Control Compliance. Customer agrees to comply with all applicable laws. Without limiting the foregoing, Customer agrees to comply with all United States export laws and applicable import laws of Customer’s locality, and Customer agrees not to export any Software or Documentation without first obtaining all required authorizations or licenses. Customer also agrees not to use the Software for any purpose prohibited by law.
i) Choice of Law and Venue. This agreement is governed by the laws of the State of California without giving effect to conflicts of law principles. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Santa Clara County, California, and Customer irrevocably consents to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
j) Data Privacy. In connection with Customer’s download and use of the Software, SiTime may collect certain personal information of Customer’s employees and contractors. The collection and use of this personal information will be subject to SiTime’s Online Privacy Policy available online at Privacy Policy.
k) Other Sites. The Software and Documentation may include links to other sites (Other Sites). SiTime has no control over the Other Sites and no responsibility regarding the contents of the Other Sites. No affiliation with, endorsement of, or sponsorship by SiTime should be inferred.