IMPORTANT – THESE SITIME WEBSTORE TERMS & CONDITIONS (“TERMS”) CONTAIN THE LEGAL TERMS AND CONDITIONS FOR THE SALE OF DEVICES AND GRANT OF LICENSES TO SOFTWARE OFFERED BY SITIME CORPORATION (“SITIME”) THROUGH SITIME’S WEBSTORE (THE “WEBSTORE”). BY USING THE WEBSTORE AND PLACING ORDERS THROUGH THE WEBSTORE, THE RESPECTIVE PERSON (1) ACKNOWLEDGES TO HAVE READ AND UNDERSTOOD THESE TERMS, AND (2) REPRESENTS AND WARRANTS TO HAVE THE AUTHORITY TO ENTER INTO A CONTRACT SUBJECT TO THESE TERMS, PERSONALLY OR ON BEHALF OF THE ORGANIZATION OR COMPANY NAMED AS THE CUSTOMER, AND TO BE BOUND BY OR BIND THE CUSTOMER TO THESE TERMS. “CUSTOMER” REFERS TO THE INDIVIDUAL OR A LEGAL ENTITY, AS APPLICABLE, THAT PLACES ORDERS FOR THE PURCHASE OF DEVICES (“DEVICES”) AND/OR LICENSES TO APPLICATIONS, INCLUDING ANY SUCH APPLICATIONS PROVIDED AS PART OF, OR IN CONNECTION WITH, ANY DEVICE (COLLECTIVELY, “SOFTWARE”) THROUGH THE WEBSTORE (THE DEVICES AND SOFTWARE, INDIVIDUALLY AND COLLECTIVELY, THE “SITIME PRODUCTS”). IF CUSTOMER DOES NOT AGREE TO THESE TERMS, OR IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, CUSTOMER SHOULD NOT USE THE WEBSTORE OR PLACE ANY ORDERS AND THEREBY NOT CONTRACT FOR SITIME PRODUCTS. ANY ORDER (“ORDER”) PLACED REPRESENTS AN OFFER BY CUSTOMER TO SITIME FOR THE CONTRACT FOR A SITIME PRODUCT UNDER THESE TERMS. SUCH ORDER IS SUBJECT TO SUBSEQUENT ACCEPTANCE BY SITIME. THE ORDER IS ACCEPTED THROUGH EXPRESS CONFIRMATION OR, AT THE LATEST, BY THE SHIPPING, MAKING AVAILABLE OF, OR PROVISION OF THE ORDERED SITIME PRODUCT.
1. Sale of Devices
1.1 Orders for Devices. Any Order for Devices is subject to cancelation by SiTime, in its sole discretion, and any automatic confirmation email sent by SiTime in connection with an Order does not constitute acceptance of the Order by SiTime. SiTime is not responsible for pricing, currency conversion, typographical, or other errors in any offer on the Webstore and reserves the right to cancel any Orders resulting from such errors. SiTime reserves the right, including without prior notice, to limit the quantity of Devices purchased per Customer or per Order for any reason. SiTime will attempt to notify the Customer should such limits be applied. SiTime also reserves the right, at SiTime’s sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms, "reselling" will be defined as purchasing or intending to purchase any Devices through the Webstore for the purpose of engaging in a commercial sale of the same Devices to a third party.
1.2 Shipment of Devices; Acceptance. Delivery dates are estimates only. Delivery of each Order for Devices is subject to availability of the Devices. SiTime may deliver partial shipment. Claims against SiTime for shortages must be made within ten (10) days after receipt of a shipment. SiTime will (a) pack all Devices in a manner reasonably designed to protect such Devices from loss or damage while in transit; (b) prepare a packing list and commercial invoice for Customer for the shipment; (c) specify on the commercial invoice that the shipment is made CPT (Carrier Paid To); and (d) make such Devices available at SiTime’s designated shipping dock for the shipping carrier. All deliveries shall be made CPT SiTime’s designated shipping dock, (Incoterms 2020). SiTime will arrange for a shipping carrier to receive the Order at SiTime’s designated shipping dock, and for further shipment and delivery to the destination. Risk of loss of the Devices shall transfer to Customer upon delivery to the shipping carrier. Title to and ownership of the Devices will pass to the Customer upon receipt of full payment by SiTime for such Devices. SiTime assumes no responsibility for delay, breakage, or damage after having provided the shipment to the shipping carrier. For international shipments (a) Customer will be the importer of record and responsible for clearing the shipment for import and (b) Customer authorizes SiTime to designate the shipping carrier to act as Customer’s agent with the relevant customs and tax authorities in the destination country and to clear the shipment and pay any import fees (and Customer agrees to reimburse the shipping carrier for such fees, if applicable). Customer shall accept or reject nonconforming Devices within fifteen (15) days of receipt of each shipment. Failure to notify SiTime in writing of nonconforming Devices within such period shall be deemed an unqualified acceptance. To receive credit for the return of Devices, Customer must complete a Return Material Authorization (RMA) form which documents the cause of rejection or nonacceptance of the Devices. Customer may only reject Devices based upon failure to conform to SiTime's product warranty as set forth below.
1.3 Support. The parties agree that no support services for the Devices are to be provided under these Terms, and that any ongoing technical support, maintenance, or other similar sustaining obligations with respect to the Devices must be mutually agreed upon by the parties in a separate agreement.
2. License of Software
2.1 Grant of License. Any Software is licensed by SiTime to Customers subject to the terms and conditions of this Agreement (including Licensee’s obligation to pay all applicable Charges) and the license terms accompanying the respective Software.
2.2 Restrictions on Use. Customer acknowledges that any Software and its structure, organization, and source code constitute valuable intellectual property of SiTime and its suppliers. Accordingly, Customer agrees not to (a) modify, adapt, alter, translate, or create derivative works from the Software, (b) merge the Software with other software, (c) sublicense, lease, rent, loan, or otherwise transfer the Software to any third party, (d) use the Software in any service bureau or time-sharing arrangement, (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or (f) otherwise use or copy the Software except as expressly allowed in the respective license terms.
3. Term and Termination for Software
For Software, these Terms are effective on the date Customer accepts them and shall continue for as long as Customer pays the required fees for the Software and unless access to the Software is terminated earlier by either party (the “Term”). SiTime may revoke Customer’s license to the Software effective immediately upon notice to the Customer in the event that Customer materially breaches any of the Terms hereof. Customer may terminate any subscription to the Software up to four (4) weeks prior to the renewal of the subscription period by contacting SiTime’s customer support. The sections titled “Intellectual Property Rights”, “Indemnification”, “Warranties”, “Limitation of Liability”, “Applicable Law and Venue”, “Arbitration”, “Export Policy”, “Critical Use Exclusion Policy”, and “Miscellaneous” will survive any expiration or termination.
4. Purchase price and license fees; payment
4.1 Charges. Customer agrees to pay the purchase price for any Device and license fees for any Software (individually, and collectively, “Charges”) in accordance with the fees, charges, and billing terms in effect at the time a Charge is due and payable. Without limiting other remedies, SiTime reserves the right to charge a late fee on all past due payments equivalent to the lesser of one and a half percent (1.5%) per month on the unpaid balance or the highest rate allowed by law. Customer will pay for all collection costs, attorneys fees, and court costs incurred in the collection of past due amounts. SiTime’s Charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer is generally responsible for payment of all such taxes, levies or duties. SiTime may collect and remit taxes with respect to certain jurisdictions and Customer agrees to pay any and all such taxes. All Charges for Software are non-refundable.
4.2 Recurring Charges/Subscriptions. SiTime will automatically renew and charge upon the commencement of an annual term and then at each subsequent anniversary of that initial term for continuous annual subscriptions for Software, if any. The renewal Charges shall be SiTime’s then current fee for the Software for which Customer were enrolled in the prior billing period. If timely payment is not received or cannot be charged to Customer’s selected payment method for any reason, SiTime has the right to either suspend or terminate Customer’s use of the Software. If SiTime receives a cancellation notice from Customer, Customer will be obligated to pay the balance due on Customer’s account. Customer agrees that SiTime may charge such unpaid Charges to Customer’s selected payment method or otherwise bill Customer for such unpaid Charges.
5. Intellectual Property Rights
5.1Ownership of Software. Any Software and all worldwide intellectual property rights therein, are the exclusive property of SiTime and its suppliers. All rights in and to the Software not expressly granted to Customer under the respective terms are reserved by SiTime and its suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of SiTime or its suppliers on the Software.
5.2 Intellectual Property Rights in Devices. SiTime and its suppliers own and retain all intellectual property rights contained in or related to the Devices. There are no licenses to these intellectual property rights in the Devices granted under these Terms, whether express or implied, and all intellectual property rights in the Devices are reserved by SiTime and its suppliers.
5.3 No Tampering or Reverse-Engineering of Devices. Customer agrees that it shall not (and shall not authorize any third party to): (a) tamper with, circumvent, alter, modify, or otherwise manipulate any mechanism contained within the Device for any purpose whatsoever; (b) reverse-engineer, disassemble, or otherwise attempt to extract any internal functionality of any Device; or (c) modify the Device in any way. To the extent that any applicable law in any jurisdiction requires that Customer have the right to perform any of the acts described in the immediately preceding sentence, before Customer undertakes any such act, Customer shall first give written notice to SiTime and SiTime will arrange for Customer to receive such rights to the extent required under applicable law, which arrangement may be subject to reasonable conditions permitted under law.
5.4 Feedback. SiTime alone will own all right, title, and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by the Customer (or any representatives, officers, directors, employees, and agents of Customer) relating to the Devices and Software, and Customer hereby assigns and agrees to assign such submissions to SiTime free of charge. SiTime may use such submissions as it deems appropriate in its sole discretion.
7. Indemnification. Customer agrees to indemnify and hold SiTime harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with Customer’s use of the Devices and Software, or breach of these Terms. SiTime reserves the right, at SiTime’s own expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify SiTime and Customer agrees to cooperate with SiTime’s defense of these claims.
8.1 SOFTWARE AND SERVICES. SOFTWARE IS PROVIDED BY SITIME ON AN “AS-IS” BASIS. SITIME AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES RELATING TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SITIME DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF THE RESPECTIVE RECEIPT OF THE RESPECTIVE SOFTWARE.
8.2 limited device lifetime warranty. SiTime warrants that the Devices covered hereby shall be free from defects in workmanship and materials and shall conform to SiTime's specifications as published at the time of order acceptance, for new Devices for the lifetime of the apparatus in which such Device is initially used. The foregoing warranty (a) applies only to new Devices that have been purchased and fully paid for directly from SiTime and (b) does not apply to any Device and does not cover any damage or defect of a Device which are caused in whole or in part by (i) misuse or abuse including static discharge, neglect, accident, modification or testing or handling by a third party not approved in writing in advance by SiTime (ii) unauthorized modification or repairs which have been soldered or altered during assembly and is unsuitable for testing by SiTime under its normal test conditions and methods, (iii) improper installation, storage, handling, warehousing, or transportation, (iv) being subjected to unusual physical, thermal, or electrical stress, or (v) being subjected to alteration, removal or remarking of any portion of the Device part number, date code, logo or factory code. SiTime shall make the final determination as to the existence or cause of any alleged defect. Customer acknowledges and agrees that this limited warranty shall not apply to Devices identified as ''Pre-production'' units, engineering samples, or to SiTime evaluation boards, programmer and software, all of which Customer agrees are delivered ''AS IS'' and without any warranty, or right to recourse or credit of any kind whatsoever against SiTime.
8.3 EXCLUSIVE REMEDIES. SITIME’S SOLE OBLIGATION TO CUSTOMER HEREUNDER FOR DEVICES FAILING TO MEET THE AFORESAID WARRANTY AND CUSTOMER’S EXCLUSIVE REMEDY SHALL BE, AT SITIME'S DISCRETION, TO REPLACE THE NONCONFORMING DEVICE (WITH SHIPPING COSTS BORNE BY SITIME) OR ISSUE CUSTOMER CREDIT FOR THE CHARGES PAID TO SITIME FOR THE NONCONFORMING DEVICE. THIS REMEDY IS AVAILABLE ONLY WHERE WITHIN THE WARRANTY PERIOD: (1) SITIME HAS RECEIVED WRITTEN NOTICE OF THE NONCONFORMITY, AND (2) AFTER SITIME'S WRITTEN AUTHORIZATION TO DO SO, CUSTOMER HAS RETURNED THE NONCONFORMING DEVICE TO SITIME, FREIGHT PREPAID AND ACCOMPANIED BY A CORRECTLY COMPLETED RMA, AND (3) SITIME HAS DETERMINED THAT THE DEVICE IS NONCONFORMING AND THAT SUCH NONCONFORMITY IS NOT A RESULT OF IMPROPER INSTALLATION, REPAIR, TEST, OTHER MISUSE OR OTHER CIRCUMSTANCES OR CONDITIONS (AS PROVIDED IN SECTION 8.2) BY CUSTOMER. IN NO CASE ARE DEVICES TO BE RETURNED WITHOUT FIRST OBTAINING PERMISSION AND A CUSTOMER RETURN ORDER NUMBER FROM SITIME. SITIME NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION OR USE OF ITS DEVICES AND SITIME MAKES NO WARRANTY WHATSOEVER FOR DEVICES NOT MANUFACTURED OR SERVICES NOT PROVIDED BY SITIME.
8.4 DISCLAIMERS. THE EXPRESS WARRANTY SET FORTH IN SECTION 8.2 (LIMITED DEVICE LIFETIME WARRANTY) IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES. SITIME SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE OR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AS WELL AS ANY COMMON-LAW DUTIES RELATING TO ACCURACY OR LACK OF NEGLIGENCE, WITH RESPECT TO ANY DEVICE AND ANY PRODUCT DOCUMENTATION. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT DEVICES SOLD BY SITME ARE NOT SUITABLE OR INTENDED TO BE USED IN A LIFE SUPPORT APPLICATION OR COMPONENT, TO OPERATE NUCLEAR FACILITIES, OR IN OTHER MISSION CRITICAL APPLICATIONS WHERE HUMAN LIFE MAY BE INVOLVED OR AT STAKE. ALL SALES ARE MADE CONDITIONED UPON CUSTOMER’S COMPLIANCE WITH THE CRITICAL USES POLICY SET FORTH BELOW.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL SITIME BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF SALES, BUSINESS, PROFITS, DATA, OPPORTUNITY OR GOODWILL, OR UNDER ANY EQUITY, COMMON LAW, TORT, CONTRACT, ESTOPPEL, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF SITIME KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES.
SITIME’S TOTAL CUMULATIVE AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR THE DEVICES WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO SITIME UNDER THIS AGREEMENT. THIS LIMITATION IS CUMULATIVE AND SHALL NOT BE ENLARGED BY THE EXISTENCE OF MORE THAN ONE CLAIM. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.
10. Applicable law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of California and the United States without regard to the conflict of laws provisions therein that would require application of the laws of another country or state. The parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in Santa Clara County, State of California, USA.
11. Arbitration. Any dispute or claim arising out of or in connection with an Order and/or these Terms shall be finally settled by binding arbitration in Santa Clara County, California, in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this Section 11, without breach of this arbitration provision.
12. Export Policy. Customer agrees to comply with all applicable laws and regulations of the United States and of the destination country. Customer shall not sell, transfer, export or re-export SiTime Products or technical information without the applicable U.S. Government authorization, and Customer will immediately notify SiTime if Customer is listed on the Denied Persons List or its export privileges are otherwise denied, suspended, or revoked in whole or in part by any U.S. Government entity or agency. Customer warrants that it will not, in any form, export, re-export, resell, ship or divert or cause to be exported, re-exported, re-sold, shipped or diverted, directly or indirectly, any SiTime Product or technical data furnished hereunder, or the direct any SiTime Product or such technical data, to any country or to any foreign national or any country for which the United States Government requires an export license, or other approval, without first obtaining such license or approval at Customer’s sole expense. Customer assumes any risk or delay associated with compliance with the export controls or regulations and data transfers to and from the United States and any foreign destination. Customer shall hold harmless and indemnify SiTime for any damages resulting to SiTime from a breach of this Section 12 by Customer.
13. CRITICAL USE EXCLUSION POLICY. CUSTOMER AGREES NOT TO USE SITIME’S PRODUCTS FOR ANY APPLICATION OR AS OR IN ANY COMPONENTS USED IN LIFE SUPPORT DEVICES OR TO OPERATE NUCLEAR FACILITIES OR FOR USE IN OTHER MISSION-CRITICAL APPLICATIONS OR COMPONENTS WHERE HUMAN LIFE MAY BE INVOLVED OR AT STAKE.
14. Miscellaneous. SiTime reserves the right to change the terms and conditions of these Terms at any time, and shall notify Customers by posting an updated version of these Terms. Neither the rights nor obligation arising under these Terms are assignable by Customer, and any such attempted assignment or transfer shall be void and without effect. SiTime shall not be responsible for any delays or failure to perform due to unforeseen circumstances or due to any cause beyond SiTime’s reasonable control. Examples of such causes are acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, labor or materials or any other causes beyond SiTime's reasonable control. In the event of any delay caused by such contingency, the date of delivery shall, at the discretion of SiTime, be deferred for a period equal to the time of loss by reason of the delay. In the event that any provision of these Terms is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. These Terms constitute the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements existing between the parties regarding the subject matter contained herein are expressly canceled. All waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Questions or additional information. Questions regarding these Terms, or requests to obtain additional information, should be sent per e-mail to firstname.lastname@example.org.