PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.
BY ACCESSING OR USING THE SERVICE OR CLICKING "ACCEPT AND CONTINUE" YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU ACCESS OR USE THE SERVICE IN THE COURSE AND SCOPE OF ANY EMPLOYMENT, YOU ARE AGREEING TO THESE TERMS ON BEHALF YOUR EMPLOYER, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THESE TERMS ON YOUR EMPLOYER'S BEHALF.
This agreement is between SiTime Corporation ("SiTime"), and the entity or individual agreeing to these terms ("Customer").
1. Service
These Terms provide Customer access and usage of SiTime Studio™ (the "Service"), accessible at www.sitime.com/sitime-studio
2. Use of Service
a) License. SiTime grants Customer a nonexclusive, nontransferable, non-sublicensable, revocable, limited license during the term of these Terms to access, and use the Service as permitted by these Terms for Customer’s internal development purposes only. "Documentation" shall include the reports generated by the Service, technical and non-technical documentation, sample data, marketing materials, training material, user manuals, and other material provided through the Service or by SiTime in connection with these Terms. SiTime grants Customer a non-exclusive, nontransferable, non-sublicensable, revocable, limited license during the term of these Terms to use and copy the Documentation, solely in connection with the Service and pursuant to the terms of these Terms, and for internal development purposes only.
b) Restrictions. Customers shall not:
- sublicense, sell, resell, rent, or lease the Service or use it in a Service provider capacity;
- transfer, provide, distribute, or share the Service with any third parties;
- create derivative works or modifications of the Service or Documentation;
- use the Service in violation of any laws;
- use the Service to store or transmit infringing material, unsolicited marketing emails, or libelous or otherwise objectionable, unlawful, or tortious material, or to store or transmit material in violation of third-party rights;
- interfere with or disrupt the integrity or performance of the Service;
- attempt to gain unauthorized access to the Service or related systems or networks;
- disassemble, decompile, reverse engineer, or alter the Service or the Documentation; or
- access the Service or use the Documentation to build competitive software, services, or products, or copy any feature, function or graphic for competitive purposes.
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 Service; (iii) preventing unauthorized access to its account, and notifying SiTime promptly of any such unauthorized access; and (iv) using the Service only in accordance with the Service's user manual and applicable law.
d) Support Not Provided. The Service is provided AS IS, with no SiTime support.
3. SiTime Property
a) Reservation of Rights. Reservation of Rights. The Service, workflow processes, user interface, designs, know-how, underlying technical algorithms, Documentation, and other materials and technologies provided by SiTime in connection with the Service ("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 Service, Documentation, or SiTime Technology. Customer acknowledges and agrees that these Terms does not transfer any ownership, right, title, or interest in the Service, Documentation, or SiTime Technology, nor any part thereof, except the limited licenses provided hereunder.
4. Data
SiTime owns all data available from the Service, including Documentation. Customer may only use, print, share, modify, distribute, or copy data and Documentation from or as output of the Service for internal evaluation purposes.
5. Warranty Disclaimer
THE SERVICE AND DOCUMENTATION AND ANY OTHER MATERIALS PROVIDED BY SITIME PURSUANT TO THESE TERMS 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 SERVICE, 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 SERVICE OR THE DOCUMENTATION MEETS CUSTOMER'S NEEDS OR EXPECTATIONS. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE AND RESULTS OF THE SERVICE AND DOCUMENTATION.
6. Mutual confidentiality
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 Service, Documentation (defined below), underlying technical algorithms, the Service user interface design and layout, and SiTime product information included in the Service.
b) Protection of Confidential Information.
he 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 these Terms. 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 these Terms and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of these Terms. Except as explicitly stated in these Terms, 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 Service shall not be confidential, and (ii) during and after the term of these Terms, SiTime may use any aggregated non-identifiable data within the Service for purposes of enhancing the Service, 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.
7. Term and termination
a) Term. These Terms and the licenses granted hereunder remain in effect until terminated pursuant to the provisions of these Terms, provided, however, that Customer may terminate these Terms at any time by permanently deleting, destroying, or returning, at its cost, the Service, the Documentation, and all related materials from SiTime.
b) Termination for Breach. If Customer is in breach of these Terms, SiTime may terminate these Terms and Customer’s access to the Service upon written notice to Customer.
c) Effect of Termination. Upon termination of this agreement:
- Customer’s license to the Service and Documentation ceases immediately and Customer must stop using the Service and Documentation.
- Customer must promptly destroy or return all property of SiTime, including the Service and Documentation. Upon SiTime's request, Customer will confirm in writing its compliance with this destruction or return requirement.
d) Suspension for Violations of Law. SiTime may temporarily suspend the use of the Service if it in good faith believes that, as part of using the Service, Customer has violated a law or a restriction in these Terms. SiTime will make a reasonable attempt to contact Customer in advance if legally permitted.
8. Liability limit
SiTime shall not be liable for any damages, including indirect, special, incidental, punitive, or consequential damages, arising out of or related to these Terms. The foregoing shall apply to the maximum extent permitted by applicable law.
9. Indemnity
If any third-party brings a claim against SiTime related to any information, reports, or data input by Customer or generated by the Service, 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.
10. Feedback
Customer is not required to provide any feedback or suggestions to SiTime. Notwithstanding anything contained in these Terms to the contrary, by submitting ideas, suggestions, recommendations, or feedback to SiTime regarding the Service 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.
11. Other Terms
a) Entire Agreement and Changes. These Terms constitute 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 these Terms. Customer is not relying on any representation concerning the subject matter, oral or written, not included in these Terms. No representation, promise or inducement not included in these Terms is binding. No modification of these Terms 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 these Terms or the Service 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 these Terms acknowledges that its breach of these Terms 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 these Terms, 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 these Terms is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed from the remaining provisions of these Terms and shall not affect or impair the validity or enforceability of the remaining provisions.
g) Survival of Terms. The following sections of these Terms shall survive termination of these Terms: 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 Service or Documentation without first obtaining all required authorizations or licenses. Customer also agrees not to use the Service for any purpose prohibited by law.
i) Choice of Law and Venue. These Terms are 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 these Terms 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. n connection with Customer’s use of the Service, 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 Service 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.