RUBICON LABS INC.
SOFTWARE LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT (this “Agreement”) is a legally binding agreement made by and between Rubicon Labs, Inc. (“Rubicon”, “we”, “us” and “our”), and you, personally, and, if applicable, on behalf of the entity for whom you are installing and/or using the Software (such term, defined below, and you and/or the entity using the Software (if any), collectively, “you”, “your”, “yours”). This Agreement governs your access to and use of certain firmware and related software intended to be run in connection with the use of Rubicon micro-controllers (the “Software”).
IMPORTANT – PLEASE READ BEFORE INSTALLING OR USING THE SOFTWARE. DO NOT USE OR LOAD THE SOFTWARE UNTIL YOU HAVE FULLY READ THIS AGREEMENT. BY CLICKING “I AGREE”, BELOW, AND INSTALLING THE SOFTWARE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. WE RESERVE THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. YOUR CONTINUED USE OF THE SOFTWARE CONSTITUTES ASSENT TO ANY NEW OR MODIFIED PROVISION OF THIS AGREEMENT THAT MAY BE POSTED ON OUR WEBSITE. We will post any amended versions of this Agreement on our website and indicate at the top of the page the date the Agreement was last revised.
If you are installing and/or using the Software on behalf of an entity, by clicking “I Agree” you represent that you are authorized to act on behalf of the entity for which you are installing and/or using the Software.
- Grant of License; Intellectual Property Rights.
- Grant of License. Subject to the terms of this Agreement, Rubicon grants you a limited, worldwide, non-exclusive, non-transferrable, non-assignable license to use the Software for your internal business purposes in connection with your use of Rubicon micro-controllers.
- License Restrictions. Except as expressly permitted by this Agreement you shall not (and if you are entering into this Agreement on behalf of an entity, such entity shall not directly or indirectly allow its employees, consultants or any other third party) to: (i) copy, modify, translate, publicly perform or display, transmit, public, edit, adapt, reproduce, or transfer the right to use the Software; (ii) distribute sell, resell, sublicense, rent, lease, share, or lend the Software; (iii) reverse engineer, reverse compile, disassemble, or otherwise attempt to discover the source code of the Software or create derivative works thereof; (iv) disclose the results of any testing or benchmarking of the Software; (v) remove, delete, alter or obscure any trademarks or any notice of patent, trademark, copyright, or other notice of intellectual property rights on the Software; or (vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Software.
- Intellectual Property Rights. Except for the limited license set forth herein, Rubicon reserves all right, title, and interest in and to the Software, including any and all patent, trademark, copyright, trade secret, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Nothing in this Agreement shall grant you any assignment, right, or title to use, install, modify, or otherwise appropriate the Software except in accordance with the license set forth herein.
- Changes; Upgrades. Rubicon may, in its sole discretion, change, modify, suspect, make improvements to, or discontinue any functions or features of the Software at any time, without notice or liability to you. If you do not agree to any changes made to the Software, your sole remedy is to cease use of the Software.
- Third Parties; Confidentiality. If you wish to have a third party consultant or subcontractor (“Contractor”) perform work on your behalf which involves access to or use of Software, you shall obtain a written confidentiality agreement from the Contractor which contains provisions with respect to access to or use of the Software no less restrictive than those set forth in this Agreement and excluding any distribution rights, and use for any other purpose.
- Representations and Warranties. You represent and warrant to Rubicon that (a) you have the full power and authority to enter into and perform your obligations under this Agreement; (b) your assent to the performance of your obligations under this Agreement does not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, or any applicable laws, regulations or rules; (c) this Agreement constitutes legal, valid and binding obligations on you, enforceable in accordance with its terms and conditions; (d) your use of the Software will not infringe on the Intellectual Property Rights of third parties; and (e) you will comply with all applicable laws, rules and regulations in your use of the Software pursuant to this Agreement.
- Indemnity. You agree to indemnify, hold harmless, defend and release Rubicon and its officers directors, stockholders, affiliates, and its and their licensors, suppliers and partners, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of (a) your use or misuse of the Software; (b) your breach of this Agreement; or (c) your violation of any applicable law or the rights of any other person or entity. Rubicon reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
- Warranties; Limitation of Liability.
- Disclaimer of Warranties. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES EXCEPT THOSE REQUIRED BY RELEVANT LAWS. RUBICON DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR ITS USE (I) WILL BE UNINTERRUPTED OR SECURE; (II) WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS; (III) WILL MEET YOUR REQUIREMENTS; (IV) WILL OPERATE IN THE CONFIGURATION OF WITH OTHER HARDWARE OR SOFTWARE THAT YOU USE; OR (V) THAT SUCH ERRORS WILL BE CORRECTED. RUBICON SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SOFTWARE. RUBICON EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, NONINFRINGEMENT, DESIGN, AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.
- Indirect Damages. IN NO EVENT WILL RUBICON BE LIABLE TO YOU OR ANY THIRD PARTY WHATSOEVER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR BENEFITS, LOSS OR DESTRUCTION OF DATA, OR THE COST OF PROCURING REPLACEMENT SOFTWARE, WHETHER OR NOT RUBICON HAS BEEN ADVISED OF THE POSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR ANY AGREEMENT, UNDERTAKING, OR PERFORMANCE THAT MAY BE PROMISED, PERFORMED, OR EXECUTED TO IMPLEMENT THIS AGREEMENT.
- Direct Damages. IN NO EVENT WILL THE DIRECT LIABILITY OF RUBICON IN CONNECTION WITH THIS AGREEMENT EXCEED $100.
- Additional Rights. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE OR IN OTHER JURISDICTIONS. BECAUSE SOME STATES OR JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, OR LIMITATIONS ON OR EXCLUSIONS OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU DEPENDING ON YOUR PLACE OF RESIDENCE.
- Technical Support. Rubicon has no obligation to furnish you with technical support unless separately agreed in writing between you and Rubicon.
- Export Laws. You may not use or otherwise export or re-export the Software except as permitted by the laws of the United States, and with valid prior export authorization from all appropriate national authorities.
- Termination. This Agreement will automatically terminate without notice from Rubicon if you fail to comply with any term of this Agreement. In such case, you must cease all use of the Software.
- Governing Law; Dispute Resolution. This Agreement will be governed by the laws of the State of California without regard for its conflicts of law principals. All disputes hereunder will be resolved exclusively in the federal and state courts located in San Francisco County, California, and the parties expressly consent to the personal jurisdiction of such courts.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereto and supersedes all prior representations, negotiations, promises, understandings or agreements, whether oral or written, between the parties with respect to the subject matter hereof. No document that purports to modify or supplement this Agreement or any exhibit thereto shall add to or vary the terms of this Agreement, unless otherwise agreed to in a writing signed by an authorized representative of each party.
- Severability. If one or more provisions of this Agreement are held to be invalid void, or otherwise unenforceable under applicable law by any court or administrative body of competent jurisdiction, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms to the fullest extent permitted by applicable law.
- Waiver. The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such party’s right to exercise or enforce such right or any other right in the future.
- Assignment. Rubicon may assign its interest under this Agreement without notice to you. You may not assign or attempt to assign this Agreement, or delegate any of your rights and obligations hereunder without our prior written consent. Any attempt to assign or attempt to assign this Agreement without our prior written consent will be null and void.
- Attorneys’ Fees. In the event of a dispute arising under this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and costs.
- Headings. The headings herein are for convenience purposes only and shall not be used in the interpretation or construction of any term in this Agreement.
- Force Majeure. Rubicon will not be liable for failing to perform under this Agreement by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by one of our service providers to perform, fire, terrorism, national disaster, or war.
- Relationship of the Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party nor its employees has the authority to bind or commit the other party in any way or to incur any obligation on its behalf. This Agreement is for the benefit of the parties hereto and is not intended to confer upon any person or entity any rights or remedies hereunder.