1. Scope of the License
1.1 Subject to the terms and conditions of this License Agreement ("Agreement") Infineon Technologies AG"), Am Campeon 1-12, Neubiberg, Germany (hereinafter referred to as "Licensor") grants you (hereinafter referred to as "Licensee") a non-exclusive and non-transferable right to use the HiPAC Easy Design Tool developed by Licensor for the design and customization of semiconductor products.
1.2 The terms and conditions of this Agreement apply to the use of the Software offered by Infineon. Please read the terms and conditions before clicking "I accept". By clicking "I accept" Licensee accepts the terms and conditions of said terms and conditions. Licensee will not be able to use the Software if Licensee does not accept the terms and conditions.
2.1 Licensee is granted no rights to Software other than the rights explicitly stated hereinafter. Licensee shall treat ideas, concepts and information incorporated in Software as confidential information, unless Licensee can prove that such information (i) is received by Licensee from a third party free to lawfully disclose such information to you; (ii) was in Licenseeís lawful possession prior to receipt from Licensor as evidenced by written documentation; (iii) is independently developed by Licensee without the benefit of any of the confidential information as evidenced by written documentation; (iv) is approved for release by Licensor; or (v) is required to be disclosed to comply with legal mandatory regulations, a judicial or official order or decree, provided that written advance notice of such judicial action was timely given to Licensor.
2.2 Licensee may use the Software exclusively in connection with and/or for the purpose of customizing products and derivates of integrated circuit products as offered by Licensor.
2.4 This license does not include the right to design products for any military or nuclear applications.
3. No Warranties by Licensor - End of Right to Use
3.1 Licensor does not represent nor warrant that (a) products as designed or customized by Licensee can in fact be manufactured in the way as designed (b) prices for products as designed or customized by Licensee are fix prices. Obligations for manufacture, delivery and payments are only made by individual purchase contracts concluded separately.
3.2 Licensor expressly excludes any and all representation, warranty or liability for the performance or malperformance of products designed or customized by Licensor by the Software. Notwithstanding anything stipulated in an individual purchase contract, Licensee acknowledges and accepts that all risk of performance and malperformance of products so designed shall be born by Licensee.
3.3 Software may from time to time be used by Licensee and its customers for the design and use of products in potentially harmful and/or life-endangering applications such as traffic, logistic applications or in any other applications where failure of the Derivative Software or the Microcontroller Product may predictably cause damage to personsí life or health or to property (hereinafter referred to as "Critical Application"). Licensee shall defend, indemnify and hold Licensor harmless against claims based on the allegation that the use of the Software licensed hereunder for the design of products for such Critical Application caused personal or property damages.
3.4 Licenseeís rights of use shall cease if and as soon as any third party claims to have intellectual property or copy rights in Software and Licensor informs Licensee or the public hereof via Licensorís Service or any other suitable means.
3.5 In particular with respect to the fee free licensing of Software Licensee agrees that Licensor takes no liability and no responsibility for the operativeness and functionality of Software, especially not for its suitability to create a specific product and/or operating system. Notwithstanding the above Licensee accepts that Software was developed and tested by Licensor solely in combination with the operating system Windows 2000 and Windows XP. Any change of or to the operating system may have adverse effect on the functionality of Software.
3.6 Licensee agrees that Licensor makes no representations of or warranty with regard to the accuracy, quality, timeliness, availability, completeness, non infringement of or by Software or Licensorís Service, in particular not for any updates, upgrades or other materials or information available through Licensorís Service and Licensee should not rely upon them. Licensor provides Licensorís Service on an "as is, as available" basis.
3.7 Licensee further agrees that Licensor, its employees, distributors, directors and agents shall not be liable for any damage whatsoever (including but not limited to direct, indirect, incidental, special or consequential damages, loss of profits or loss of data), resulting from the use or attempt to use of the Software, the inability to use the Software, the bad performance, interruption or termination of Licensorís Service.
4.1 If any of the above provisions are void under governing law, the Parties undertake to replace this clause by an equivalent lawful provision whose implication in commercial terms shall be as similar as possible to the void clause.
5. Arbitration and Applicable Law
5.1 All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be settled finally by binding arbitration under the Rules of Arbitration of the Deutsche Institution fŁr Schiedsgerichtsbarkeit e.V. (DIS), Bonn ("Rules") by three arbitrators in accordance with the said Rules. Arbitration shall take place in Munich, Germany whereas its procedural law shall apply where the Rules are silent. The language to be used in the arbitration proceeding shall be German or English.
5.2 This Agreement shall be subject to the substantive law in force in Germany without reference to its conflicts of law provisions.