SOFTWARE LICENSE AGREEMENT
(SMSC CIR Receiver Driver)

YOU (THE INDIVIDUAL CLICKING ON THE ACCEPT BUTTON BELOW) FOR YOURSELF OR ANY ENTITY FOR WHOM YOU ARE AN EMPLOYEE OR AGENT AND WHICH OBTAINS THE SOFTWARE MADE THE SUBJECT OF THIS SOFTWARE LICENSE AGREEMENT, AGREE TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (REFERRED TO AS THIS “AGREEMENT” or “Agreement”) BY EITHER (1) CLICKING ON THE “ACCEPT” BUTTON BELOW, OR (2) ACCESSING OR USING ANY OF SUCH SOFTWARE PROGRAMS OR CODE. PLEASE READ THIS AGREEMENT BEFORE CLICKING ON THE “ACCEPT” BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT CLICK ON THE “ACCEPT” BUTTON. 

BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU (THE INDIVIDUAL CLICKING ON THE ACCEPT BUTTON BELOW) ALSO REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ANY ENTITY FOR WHOM YOU ARE AN EMPLOYEE OR AGENT AND WHICH OBTAINS THE SOFTWARE PURSUANT TO SUCH ACTION (HEREINAFTER REFERRED TO AS “Licensee”). 

WHEREAS, Licensee desires to obtain from Standard Microsystems Corporation, a Delaware corporation (hereinafter referred to as “SMSC”), and SMSC desires to grant to Licensee, a limited license to use in machine readable object code form only as described in this Agreement, the SMSC Programs, as defined below, solely for use in conjunction with the SMSC Products and the Licensee Products, as defined below, subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1. "SMSC Programs" means the computer software programs identified as “SMSC Programs” immediately below the title of this Agreement above, and any associated documentation, if any, provided by SMSC to Licensee; any and all updates, upgrades, modifications, revisions, and enhancements to and new versions of such programs and/or documentation to the extent, if any, provided by SMSC to Licensee; and each and every copy of such programs, documentation, updates, upgrades, modifications, revisions, enhancements, and new versions. 

1.2. "SMSC Products" means SMSC integrated circuit devices purchased by, or provided to, Licensee with which the SMSC Programs are provided by SMSC to be used.

1.3. "Licensee Products" means those Licensee proprietary products manufactured or marketed by Licensee which incorporate as components SMSC Products.

1.4. “Territory” means worldwide, subject, however, to Section 8.1, Export 
Restriction and Assurances. 

2. GRANT OF LICENSE 

2.1. Conditioned upon Licensee's compliance with the terms and conditions of this Agreement, SMSC grants to Licensee, for the term of this Agreement only, a nonexclusive, nontransferable, license to copy and use, in machine readable object code form only, the SMSC Programs for its own internal use in conjunction with the SMSC Products as incorporated into the Licensee Products in the Territory.

2.2. Licensee may not itself or permit others to (a) disclose or transfer any SMSC Program to any third party; (b) loan, rent, or lease any SMSC Program to any third party; or (c) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or derive source code for any SMSC Program, or modify, merge, or adapt any SMSC Program, or attempt to do so. 

2.3. Any third party licensor or supplier from whom SMSC has acquired rights to license any SMSC Program is an intended third party beneficiary of the provisions of this Agreement with respect to such SMSC Program. 

2.4 Title to each SMSC Program and each copy thereof remains with SMSC or its supplier of such SMSC Program. All copyrights, trademarks, patents, trade secrets and other intellectual and industrial property rights pertaining to each SMSC Program of SMSC or its supplier of such SMSC Program, are, and remain, the valuable property of SMSC or such supplier. No title, ownership, or intellectual or industrial property rights of any kind are transferred to Licensee, or any other person or entity. No license is granted by SMSC expressly, by implication, by estoppel or otherwise, under any patent. 

3. TECHNICAL PROBLEMS IN DOWNLOADING; WARRANTY DISCLAIMER AND INDEMNIFICATION BY LICENSEE; NO SUPPORT OR MAINTENANCE 

3.1. SMSC shall not be liable for any technical problems encountered in downloading or attempting to download the SMSC Programs or access the web site, including without limitation any computer or telecommunications failure, error, interruption, delay, or malfunction or any garbled, lost, deleted, or corrupted data, regardless of whether the technical problem is caused by the negligence of SMSC or others. 

3.2. SMSC MAKES NO WARRANTIES. SMSC DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE. THE SMSC PROGRAMS ARE NOT DESIGNED, INTENDED OR AUTHORIZED FOR USE IN ANY LIFE SUPPORT OR OTHER APPLICATION WHERE PRODUCT FAILURE COULD CAUSE OR CONTRIBUTE TO PERSONAL INJURY OR SUBSTANTIAL PROPERTY DAMAGE. IF LICENSEE OR ANY OF ITS DIRECT OR INDIRECT CUSTOMERS APPLIES ANY SMSC PROGRAM TO ANY SUCH UNINTENDED OR UNAUTHORIZED USE, LICENSEE SHALL INDEMNIFY AND HOLD SMSC, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS, HARMLESS AGAINST ALL CLAIMS, COSTS, DAMAGES AND EXPENSES ARISING, DIRECTLY OR INDIRECTLY, OUT OF ANY SUCH UNINTENDED OR UNAUTHORIZED USE, EVEN IF SUCH CLAIM ALLEGES THAT SMSC OR ANY OTHER PERSON OR ENTITY WAS NEGLIGENT IN DESIGNING OR MANUFACTURING THE SMSC PROGRAM.

3.3 The SMSC Programs are provided without support or maintenance. Licensee shall not, under any circumstances, direct its customers to SMSC for purposes of support or maintenance. SMSC reserves the right to modify or create future versions of the SMSC Programs and not offer such changes or future versions to Licensee. 

4. TAXES

4.1. Licensee shall pay all taxes and charges of any kind imposed by federal, state or local governments with respect to this Agreement or the licensing, delivery, use, or exercise of any licenses granted in this Agreement, of or with respect to the SMSC Programs.

5. PROPRIETARY RIGHTS; CONFIDENTIALITY

5.1. Licensee shall not remove any copyright or other proprietary rights notices or legends in or on any SMSC Programs (including without limitation any documentation included as part of the SMSC Programs), and shall reproduce and include such copyright and other proprietary rights notices and legends in any and all copies of the SMSC Programs made pursuant to this Agreement. It is hereby acknowledged by SMSC and Licensee that any copyright notice of Licensee in or on media or objects containing copies of the SMSC Programs shall be interpreted to protect the copyrights of SMSC and its licensors or suppliers, as the case may be, in the SMSC Programs. 

5.2. All trademarks, service marks, trade names, logos or other words or symbols identifying any SMSC products or services, or SMSC's business, are and will remain the exclusive property of SMSC or its suppliers or licensors as the case may be. No license is granted with respect thereto, and Licensee shall not use any of them without receiving SMSC's advance written approval to do so.

5.3. Licensee agrees that it will hold in strict confidence all technical information, documentation, and software programs provided by SMSC to Licensee pursuant to this Agreement, and shall not disclose or provide any such information, documentation, or software programs to any third parties except as expressly permitted in this Agreement. Licensee agrees to protect such information, documentation, and software programs from unauthorized use and disclosure in the way Licensee protects its own similar confidential information, but in any event using at least a reasonable degree of care. Licensee may use such information, documentation, and software programs only for the purposes of performing its obligations under this Agreement and exercising the licenses granted to it in this Agreement. Licensee may provide such information, documentation, and software programs to employees of Licensee to whom disclosure is necessary for Licensee to perform its obligations under this Agreement and exercise the licenses granted to it in this Agreement and who have first entered into a legally enforceable written agreement with Licensee containing protections equivalent to those of this Agreement with regard to protecting the confidentiality and restricting the use of such information, documentation, and software programs, and who are advised of the confidential nature of such information, documentation, and software programs. 

6. INDEMNIFICATION; INFRINGEMENT

6.1. LICENSEE SHALL DEFEND OR SETTLE, AT ITS OPTION AND EXPENSE, AND INDEMNIFY SMSC AGAINST, ANY AND ALL CLAIMS, DAMAGES, AND SUITS AGAINST SMSC RESULTING FROM ANY MODIFICATIONS MADE TO SMSC PROGRAMS; ANY COMBINATION OR USE OF ANY SMSC PROGRAMS WITH ANY PRODUCT, SOFTWARE, OR OTHER ITEM NOT FURNISHED BY SMSC; USE OF SMSC PROGRAMS IN ANY MANNER OTHER THAN SUGGESTED IN WRITING BY SMSC; OR COMPLIANCE WITH SPECIFICATIONS, DESIGNS, OR INSTRUCTIONS PROVIDED OR SPECIFIED BY LICENSEE.

6.2. In the event of any claim of infringement involving SMSC Programs, SMSC may terminate this Agreement. 

7. TERM, TERMINATION AND DEFAULT

7.1. The term of this Agreement shall begin on the Effective Date and shall extend until this Agreement is terminated pursuant to the terms and conditions hereof, including Section 6.2 and Section 7.2. 
7.2. This Agreement will automatically terminate if at any time Licensee is in default of this Agreement. If any of the following shall occur Licensee shall be in material default of this Agreement: (a) Licensee fails to timely perform or comply with any of its duties or obligations under this Agreement; (b) Licensee is or becomes insolvent, or there is filed by or against Licensee in any court, pursuant to any statute either of the United States or of any state or municipality, a petition in bankruptcy, or for reorganization, or for the appointment of a receiver or trustee of all or portion of Licensee's property; or Licensee makes an assignment for the benefit of creditors; or (c) Licensee is or becomes in default under any other agreements with SMSC and fails to cure such default within any time period granted for cure under such other agreement.

7.3. Upon any termination or expiration of this Agreement the licenses granted to Licensee shall terminate.  Licensee shall, at its expense, promptly deliver to SMSC at SMSC’s address set forth in Section 9.2 all SMSC Programs and copies in Licensee’s possession or control, and all documents, tapes, disks and other storage media containing any technical information, documentation, or software programs provided under this Agreement by SMSC which are in Licensee’s possession or control, or destroy, or permanently delete and erase, all technical information, documentation, and software programs provided by SMSC to Licensee under this Agreement; and certify by written notice to SMSC that such delivery, destruction, and/or deletion and erasure has taken place. The following provisions shall survive termination or expiration of this Agreement: Sections 3.2, 3.3, 4, 5, 6, 7, 8, and 9, and Licensee’s obligations under Section 2. 

8. EXPORT RESTRICTION AND ASSURANCES

8.1. Licensee agrees, and hereby assures SMSC, that Licensee will not export, re-export, or permit the export or re-export of, any SMSC Programs or any related technical documentation provided by SMSC, or any product incorporating or derived therefrom, without first complying with the export, re-export and record keeping requirements required by the United States government's laws and regulations, including but not limited to the United States Export Administration Regulations. Licensee further agrees, and hereby assures SMSC, that Licensee will not provide any SMSC Programs or any related technical documentation provided by SMSC, or any product incorporating or derived therefrom, to any person or entity prohibited by U.S. law or regulation (including without limitation to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or on the U.S. Commerce Department's Table of Denial Orders), or permit their use for any purpose prohibited by U.S. law or regulation (including, without limitation, nuclear proliferation and chemical and biological warfare).

9. GENERAL TERMS AND CONDITIONS

9.1. The parties are independent contractors. This Agreement does not constitute a partnership agreement, nor does it create a joint venture, partnership, or agency relationship between the parties, and neither party shall hold itself out to the contrary. Neither party is authorized to bind the other or incur any liability on behalf of the other.

9.2. Any notice to be given under this Agreement intended for SMSC must be in writing and sent to SMSC’s address indicated below by using a reputable overnight delivery service providing a delivery receipt, or by U.S. certified mail, return receipt requested. Notices intended for SMSC shall be effective upon receipt.

Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788-8847
Attention: Senior Director, Business Marketing

Any notices to be given under this Agreement by SMSC intended for Licensee, including without limitation any notices of termination under Section 6.2, may be given by either of the following methods, at SMSC’s election: 
(a) Posted on the appropriate portion of the SMSC web site (www.smsc.com), which Licensee should check from time to time. Such notices shall be deemed to be received by Licensee at the time of such posting by SMSC regardless of whether Licensee checks the above web site for such posting or sees the posting; or

(b) Email to Licensee to any email address at which Licensee has, within the three year period prior to such notice, received any email communication from SMSC. Such email notice shall be deemed to be received by Licensee at the time transmission is initiated by the individual sending the email on behalf of SMSC regardless of the whether the email is actually received at the email address provided.

9.3. No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver, amendment or modification is sought to be enforced. No failure or delay by SMSC in exercising any right, power or remedy under this Agreement shall operate as a waiver of the right, power or remedy. No waiver by SMSC of any term, condition or default of this Agreement shall be construed as a waiver of any other term, condition or default.

9.4. Licensee may not assign, delegate, or transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement. Any attempted or purported assignment, delegation, or transfer by Licensee shall be void, and, at SMSC’s election, a material default by Licensee under this Agreement. 

9.5. This Agreement is made in Suffolk County, New York, U.S.A. and shall be governed by the laws of the State of New York as applied with respect to contracts entered into in New York by New York residents to be performed entirely within New York excluding any law or principle which would apply the law of any other jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN SUFFOLK COUNTY, NEW YORK FOR PURPOSES OF ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT OR ANY BREACH THEREOF, OR THE COMMERCIAL OR ECONOMIC RELATIONSHIP OF THE PARTIES ARISING FROM OR CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES TO THIS AGREEMENT AGREES THAT ANY SUCH SUIT OR ACTION BROUGHT BY OR ON BEHALF OF IT SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS SITTING IN SUFFOLK COUNTY, NEW YORK AND HEARD EXCLUSIVELY BY SUCH COURTS. 

9.6. The headings of this Agreement and its sections are intended as a convenience only and shall not affect interpretation of its provisions.

9.7. In no event shall SMSC shall be liable for any failure or delay caused by any of the following: force majeure or any other cause beyond SMSC’s control; an act of God; war; riot; fire; terrorism; civil disturbance; explosion; accident; earthquake; flood; sabotage; inability to obtain or shortage of fuel, power, supplies, components, subassemblies or material; inability to obtain transportation; failures of non-affiliate subcontractors; or governmental laws, rules, regulations or orders.

9.8. This Agreement constitutes the complete and final agreement between the parties, and supersedes any and all prior negotiations and agreements between the parties concerning its subject matter. The interpretation of this Agreement may not be explained or supplemented by any course of dealing or performance. If any one or more provisions contained in this Agreement should for any reason be held to be unenforceable by a court of competent jurisdiction, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed and interpreted as if such unenforceable provision had not been contained herein.

9.9. IN NO EVENT SHALL SMSC BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR FOR LOST DATA, PROFITS, SAVINGS OR REVENUES OF ANY KIND; REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT; TORT; NEGLIGENCE OF SMSC OR OTHERS; STRICT LIABILITY; BREACH OF WARRANTY; OR OTHERWISE; WHETHER OR NOT ANY REMEDY OF LICENSEE IS HELD TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND WHETHER OR NOT SMSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT. 

