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lsi-proprietary-eula
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LSI Proprietary EULA
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LSI Proprietary EULA
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Proprietary Free
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LSI Corporation
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http://www.lsi.com/Pages/user/eula.aspx
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LicenseRef-scancode-lsi-proprietary-eula
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license_text
USE OF LSI DOCUMENTATION AND SOFTWARE DOWNLOADS IS SUBJECT TO THIS AGREEMENT
IMPORTANT - READ CAREFULLY: This Software License Agreement ("SLA") is a legal
agreement between you (either an individual or a single entity) and LSI
Corporation ("LSI") for the LSI Licensed Software identified herein and licensed
herein, which includes computer software and may include associated media,
printed materials, and "online" or electronic documentation ("LICENSED
SOFTWARE"). By installing, copying, or otherwise using the LICENSED SOFTWARE,
you agree to be bound by the terms of this SLA. If you do not agree to the terms
of this SLA, you may not install, copy or use the LICENSED SOFTWARE. The
LICENSED SOFTWARE is licensed, not sold.
NOW THEREFORE, in consideration of the foregoing and the mutual promises and
covenants contained in this SLA (also referred to as "Agreement"), the parties
hereby agree as follows:
1. Definitions
1.1. "Authorized Use for LSI Source Code" means use of the LSI Source Code
solely for the purpose of internally developing, modifying, integrating and
testing Licensee's Products to interface with LSI Devices authorized for
such integration, and for no other use or purpose.
1.2. "Authorized Use for LSI Binary Code" means use of the LSI Binary Code
solely for the purpose of internal evaluation or developing, integrating,
testing and use of Licensee's Products to interface with LSI Devices and for
no other application, use or purpose.
1.3. "Authorized Use for LSI Internal Code" means use of the LSI Internal
Use Code solely for the purpose of internally developing, modifying,
integrating and testing Licensee's Products to interface with LSI Devices
authorized for such integration, and for no other use or purpose.
1.4. "Explanatory Materials" means explanatory and informational materials
or documentation concerning the LSI Licensed Code, in printed or electronic
format, including without limitation, manuals, descriptions, user and/or
installation instructions, diagrams, printouts, listings, flowcharts, and
training materials, contained on visual media such as paper or photographic
film, or on other physical storage media in machine-readable form.
Explanatory Materials do not include any code.
1.5. "LSI Licensed Code" means collectively all the software programs which
are owned or distributed by LSI and licensed to Licensee via the LSI
Download Center through acceptance of this Agreement. The LSI Licensed Code
is specifically referenced individually in this Agreement as LSI Source
Code, LSI Binary Code, or LSI Internal Use Code.
1.6. "Licensee's Products" means the hardware and software (and related
Licensee documentation) that will be developed or modified by or for
Licensee utilizing the LSI Licensed Code for the purpose of interfacing or
being used with LSI Devices.
1.7. "Updates" means maintenance releases, bug fixes, errata or other
corrections, and minor improvements or modifications to the LSI Licensed
Code which may be provided by LSI to Licensee from time to time at LSI's
sole discretion. LSI is under no obligation to provide Updates or provide
support and maintenance services to Licensee Subsequent Users.
1.8. "New Version" means significant changes, modifications, enhancements,
and/or functional improvements to the LSI Licensed Code. New Versions are
made and generally distributed solely at the discretion of LSI. Licensee
must use the latest New Version of LSI Licensed Code that is available. LSI
is under no obligation to port any development work from one version to the
latest New Version of LSI Licensed Code.
1.9. "LSI Devices" means those LSI products intended for use with the LSI
Licensed Code and purchased from LSI or its agents.
1.10. "Derivative Works" means: (a) for copyrightable or copyrighted
material, any translation (including translation into other computer
languages), port, modification, correction, addition, extension, upgrade,
improvement, compilation, abridgment or other form in which an existing work
may be recast, transformed or adapted; (b) for patentable or patented
material, any improvement thereon; and (c) for material which is protected
by trade secret, any new material derived from such existing trade secret
material, including new material which may be protected by copyright, patent
and/or trade secret.
1.11. "Intellectual Property Rights" means (by whatever name or term known
or designated) copyrights, trade secrets, patents, moral rights and any
other intellectual and industrial property and proprietary rights (excluding
trademarks) including registrations, applications, renewals and extensions
of such rights anywhere in the world.
1.12. "LSI Binary Code" means the software programs provided for
distribution at the LSI Download Center, in binary form, any other machine
readable materials, including, but not limited to, libraries, source files,
header files, and data files, any Updates and New Versions provided by LSI.
1.13. "LSI Source Code" means the software programs provided for
distribution at the LSI Download Center, in source form including, but not
limited to, libraries, source files, header files, and data files, and
Updates and New Versions provided by LSI.
1.14. "LSI Internal Use Code" means the software programs provided for
distribution at the LSI Download Center, in source code or object code
format including, but not limited to, libraries, source files, header files,
and data files, and Updates and New Versions provided by LSI that are only
for Licensee's internal use.
1.15. "JRE Code" mean Oracle Corporation's JAVA SE Runtime Environment Code.
1.16. "Subsequent User" means any user subsequent to Licensee, including but
not limited to, all Licensee customers, resellers, end users, and OEMs.
1.17 "Taxes" shall mean all taxes, levies, imposts, duties, fines or other
charges of whatsoever nature however imposed by any country or any
subdivision or authority thereof in any way connected with this Agreement or
any instrument or agreement required hereunder, and all interest, penalties
or similar liabilities with respect thereto, except such taxes as are
imposed on or measured by a party's net income or property.
2. Grant of Rights
2.1 LSI Binary Code. Subject to the terms of this Agreement, LSI grants to
Licensee a non-exclusive, world-wide, revocable (for breach in accordance with
Section 7), non-transferable limited license, without the right to sublicense
except as expressly provided herein, solely to:
(a) Use the LSI Binary Code and related Explanatory Materials solely for the
Authorized Use for Binary Code and only with LSI Devices
(b) Make copies of the LSI Binary Code and related Explanatory Materials to
support the Authorized Use for Binary Code and for archival and backup
purposes in support of the Authorized Use for Binary Code only with LSI
Devices;
(c) Distribute the LSI Binary Code as incorporated in Licensee's Products or
for use with LSI Devices to its Subsequent Users;
(d) Distribute the Explanatory Materials related to LSI Binary Code only for
use with LSI Devices;
(e) Sublicense the rights provided in paragraphs (a) and (b) above in
accordance with the terms provided in this Agreement to contract
manufacturers ("CMs") and/or original design manufacturers ("ODMs"), in each
case meeting the requirements of Section 3.1(d) below for the purpose of
manufacturing Licensee's Products; and (f) Sublicense the rights provided in
paragraphs (b) and (c) in accordance with the terms provided in this
Agreement to Subsequent Users who are not end users for the purpose of
distributing and supporting Licensee's Product.
2.2 LSI Source Code. Subject to the terms of this Agreement, LSI grants to
Licensee a non-exclusive, worldwide, revocable (for breach in accordance with
Section 7), non-transferable limited license, without the right to sublicense
except as expressly provided herein, solely to:
(a) Use the LSI Source Code and related Explanatory Materials solely for the
Authorized Use for Source Code and only with LSI Devices;
(b) Make copies of the LSI Source Code and related Explanatory Material to
support the Authorized Use for Source Code only and for archival and backup
purposes in support of the Authorized use for Source Code only with LSI
Devices;
(c) Modify and prepare Derivative Works of the LSI Source Code for the
Authorized Use for LSI Source Code and only for use with LSI Devices;
(d) Distribute the binary form only of any authorized Derivative Work of the
LSI Source Code ("Licensee Binary Derivative") and necessary portions of the
related Explanatory Materials only for use with LSI Devices; and
(e) Sublicense the rights granted in paragraph (d) above in accordance with
the terms provided in this Agreement to Subsequent Users who are not end
users for the purpose of distributing and supporting Licensee's Product.
2.3 LSI Internal Use Code. Subject to the terms of this Agreement, LSI grants to
Licensee a non-exclusive, worldwide, revocable (for breach in accordance with
Section 7), non-transferable limited license, without the right to sublicense or
distribute, solely to:
(a) Use the LSI Internal Use Code and related Explanatory Materials solely
for the Authorized Use for Internal Code and only with LSI Devices; and
(b) Make copies of the LSI Internal Use Code and related Explanatory
Materials to support the Authorized Use for Internal Code only and for
archival and backup purposes in support of the Authorized use for Internal
Code only with LSI Devices.
2.4 Without limiting Section 4, Licensee may exercise the foregoing rights
directly and/or indirectly through its employees and contractors, who are bound
by terms at least as restrictive as this Agreement.
3. License Restrictions
3.1. LSI Binary Code. The Licenses granted in Section 2.1 for LSI Binary Code
and related Explanatory Materials are subject to the following restrictions:
(a) Licensee shall not use the LSI Binary Code and related Explanatory
Materials for any purpose other than as expressly provided in Article 2;
(b) Licensee shall reproduce all copyright notices and other proprietary
markings or legends contained within or on the LSI Binary Code and related
Explanatory Materials on any copies it makes; and
(c) Licensee shall not distribute or disclose the LSI Binary Code and
related Explanatory Materials except pursuant to an agreement with terms at
least as protective of LSI's Binary Code as the terms of this Agreement.
Licensee shall not, and shall not allow its Subsequent Users to,
disassemble, de-compile, or reverse engineer the LSI Binary Code.
(d) Licensee may grant the sublicense set forth in Section 2.1(e) to its CMs
and ODMs, provided that each such CM and ODM agrees to abide by the terms
and conditions of this Agreement and Licensee shall remain responsible for
any failure by its CMs and ODM to comply with the terms and conditions of
this Agreement.
3.2. LSI Source Code. The Licenses granted in Section 2.2 for LSI Source Code
and related Explanatory Materials are subject to the following restrictions:
(a) Licensee shall not use the LSI Source Code and related Explanatory
Materials for any purpose other than as expressly provided in Article 2;
(b) Licensee shall reproduce all copyright notices and other proprietary
markings or legends contained within or on the LSI Source Code and related
Explanatory Materials on any copies it makes;
(c) Licensee shall not distribute or disclose any LSI Source Code and
related Explanatory Materials to any Subsequent Users or third parties,
without the express written consent of LSI;
(d) Licensee shall not knowingly infringe upon the intellectual property
rights of any third party when making Derivative Works to the LSI Source
Code;
(e) Licensee shall not disassemble, reverse-engineer, or decompile the LSI
Source Code, except for making authorized Derivative Works; and
(f) Licensee shall not distribute or disclose the Licensee Binary Derivative
except pursuant to an agreement with terms at least as protective as those
in this Agreement protecting LSI's Binary Code. Licensee shall not, and
shall not allow its Subsequent Users to, disassemble, de-compile, or reverse
engineer the Licensee Binary Derivative.
3.3. LSI Internal Use Code. The Licenses granted in Section 2.3 for LSI Internal
Use Code and related Explanatory Materials are subject to the following
restrictions:
(a) Licensee shall not use the LSI Internal Use Code and related Explanatory
Materials for any purpose other than as expressly provided in Article 2;
(b) Licensee shall reproduce all copyright notices and other proprietary
markings or legends contained within or on the LSI Internal Use Code and
related Explanatory Materials on any copies it makes;
(c) Licensee shall not distribute or disclose any LSI Internal Use Code and
related Explanatory Materials to any Subsequent Users or third parties,
without the express written consent of LSI; and
(d) Licensee shall not disassemble, reverse-engineer, or decompile the LSI
Internal Use Code.
3.4. Derivative Works of LSI Source Code Made by Licensee. Subject to LSI's
rights in the underlying LSI Source Code, Licensee shall own all right, title
and interest in and to the Derivative Works (both binary and source format) it
makes from LSI Source Code, provided that such Derivative Works are not made in
breach of this Agreement. Licensee shall not be required to disclose its
Derivative Works of the LSI Source Code to LSI. LSI shall have no obligations
whatsoever to support, maintain, contribute to, or provide Updates, New Versions
or any modifications to Licensee Derivative Works of the LSI Source Code and
shall have no liability whatsoever for such Derivative Works. In the event
Licensee requests LSI's input regarding Licensee Derivative Works of LSI Source
Code and plans to disclose such Derivative Works to LSI, a separate written
agreement shall first be executed by the parties.
3.5. LSI Derivative Works. Nothing contained herein shall prevent LSI from
creating any Derivative Works of its LSI Source Code at any time. Licensee
further agrees that LSI may independently create a Derivative Work similar to or
in competition with the Licensee Derivative Work of the LSI Source Code and may
use that Derivative Work for any purpose. Licensee grants LSI a Covenant Not to
Sue for any independently developed Derivative Works created by LSI for its own
LSI Source Code that Licensee may believe or claim infringes on any of
Licensee's Intellectual Property Rights relating to the Licensee Derivative
Works of the LSI Source Code.
3.6. U.S. Government Subsequent Users. All LSI Licensed Code and Explanatory
Materials qualify as "commercial items," as that term is defined at 48 C.F.R.
2.101, consisting of "commercial computer software" and "commercial computer
software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent
with 48 CFR 52.227-19, 48 C.F.R.12.212 and 48 C.F.R. 227.7202-1 through
227.7202-4, Licensee will provide to U.S. Government end users such LSI Binary
Code with only those rights set forth herein that apply to non-governmental end
users. Use of such LSI Binary Code constitutes agreement by the government
entity that the computer software and computer software documentation is
commercial and constitutes acceptance of the rights and restrictions herein.
3.7. No Implied Licenses. Except for the express and limited licenses granted
herein for specific purposes, no rights or licenses are granted by LSI under
this Agreement, by implication, inducement, estoppel or otherwise with respect
to any proprietary information or to any patents, copyrights, trade secrets,
trademarks, maskworks or other Intellectual Property Rights owned or controlled
by LSI. Any further licenses must be express, in writing and signed by an
authorized representative of LSI.
3.8. Injunctive Relief. In the event of a breach by Licensee of this Section 2
or 3, LSI shall be entitled to applicable injunctive relief and to all remedies
available in equity and law to prevent Licensee from disassembling, de-
compiling, reverse engineering, disclosing or using the LSI Licensed Code in
whole or in part.
3.9. LSI Licensed Code Containing JRE. Certain LSI Licensed Code may contain
JRE. Use of the JRE is restricted by JRE licensing terms to General Purpose
Desktop Computers and Servers, as defined below. Licensee may seek its own
license for the JRE directly with the owner, if it deems necessary. "General
Purposes Desktop Computers and Servers" under JRE licensing terms is defined as
"computers, including desktop, laptop and tablet computers, or servers, used for
general computing functions under end user control (such as but not specifically
limited to email, general purpose Internet browsing and office suite
productivity tools)". The full terms and conditions for use of the JRE are
available at:
http://www.oracle.com/technetwork/java/javase/terms/license/index.html.
3.10. Notwithstanding anything to the contrary in this Agreement, to the extent
there is a conflict between this Agreement’s provisions and any applicable
license to open source technology, the provisions of the open source license
shall take precedence and be followed, but only to the minimum extent reasonably
necessary to comply with the applicable open source license.
4. Confidentiality
4.1 Licensee agrees to limit access to the LSI Licensed Code and Explanatory
Materials to employees and contractors of Licensee (which may include,
without limitation, contractors retained by Licensee to maintain or modify
the LSI Licensed Code and Explanatory Materials on behalf of Licensee)
having a need to access or know the LSI Licensed Code and Explanatory
Materials and who have executed nondisclosure agreements with Licensee
obligating them to maintain the confidentiality of the LSI Licensed Code and
Explanatory Materials.
4.2 Licensee shall hold in confidence the LSI Licensed Code and Explanatory
Materials as LSI's confidential information ("Confidential Information") and
shall use the LSI Code and Explanatory Materials only as expressly provided
in Section 2, and protect the confidentiality of such Confidential
Information with the same degree of care as Licensee uses to protect its own
confidential or proprietary information of great commercial value, but in no
event less than reasonable care and for no less than three (3) years from
the date of disclosure.
4.3 Licensee agrees to notify LSI immediately after Licensee becomes aware
of any suspected misuse or unauthorized disclosure of any Confidential
Information. The obligations of confidentiality imposed on Licensee under
this Section 4 shall not apply or shall cease to apply to any of such
Confidential Information that Licensee clearly establishes: (i) was already
rightfully in the possession of Licensee at the time of disclosure as
evidenced by records of Licensee; (ii) is or becomes publicly available
through no act or omission of Licensee; (iii) is rightfully received by
Licensee from a third party without an obligation of confidentiality; (iv)
is independently developed by Licensee's employees or contractors without
use of or access to the information; or (v) is approved for unrestricted
disclosure in writing by an authorized representative of LSI. LSI makes no
warranty as to the accuracy of any Confidential Information, which is
furnished "AS IS" with all faults.
5. Ownership of Code by LSI, Fees, and Taxes
5.1 LSI (or its licensors) reserve all right, title, ownership and interest
in and to the LSI Licensed Code and Explanatory Materials existing prior to
and after the Effective Date of this Agreement, or created or generated by
LSI (or its licensors) at any time, subject to any licenses granted. LSI (or
its licensors) reserves all right, title, ownership and interest in and to
any Derivative Works it creates at any time to the LSI Licensed Code and
Explanatory Materials, subject to any licenses granted.
5.2 Fees and Taxes. No fees are due in connection with this Agreement unless
separately specified by LSI. If any such fees are separately specified in
writing, the following applies:
5.2.1 Payment is due by Licensee upon download, at time of purchase, or no
later than within thirty (30) days of date of LSI invoice therefore, as
designated by LSI All payments shall be made in U.S. currency unless
otherwise agreed. If at any time, Licensee is delinquent in the payment of
any invoice, or is otherwise in breach of this Agreement, LSI may, at its
discretion, and without prejudice to its other rights, withhold delivery
(including partial delivery) of any order or may, at its option, require
Licensee to prepay for further deliveries. Any sum not paid by Licensee,
when due, shall bear interest until paid at a rate of 1.5% per month (18%
per annum) or the maximum rate permitted by law, whichever is less.
5.2.2 All payments or reimbursements due under this Agreement and any
instrument or agreement required hereunder shall be made free and clear and
without deduction for any and all present and future Taxes. Payments due to
LSI under this Agreement and any instrument or agreement required hereunder
shall be increased so that amounts received by LSI, after provisions for
Taxes and all Taxes on such increase, will be equal to the amounts required
under this Agreement and any instrument or agreement required hereunder if
no Taxes were due on such payments.
5.2.3 The Licensee shall indemnify LSI for the full amount of Taxes
attributable to the provision of products or services under this Agreement,
and any liabilities (including penalties, interest and expenses) arising
from such Taxes, within thirty (30) days from any written demand by LSI. The
Licensee shall provide evidence that all applicable Taxes have been paid to
the appropriate taxing authority by delivering to LSI receipts or notarized
copies thereof within thirty (30) days after the due date for such tax
payments.
5.2.4 Without prejudice to the survival of any other Agreement of Licensee
hereunder, the obligations of Licensee contained in this section shall
survive the payment in full of all payments hereunder.
6. Support
(a) LSI may provide the following support services for the LSI Licensed Code
to the extent LSI deems reasonable: Updates if and when released and errata
in LSI's sole discretion. LSI shall not be responsible for any other support
or maintenance of LSI Licensed Code to Licensee or its Subsequent Users,
unless otherwise agreed to in writing. LSI is under no obligation to provide
support services and may discontinue support services at any time. LSI will
not provide support for modified LSI Licensed Code or Licensee's Derivative
Works of the LSI Source Code.
(b) Any Updates to the LSI Licensed Code provided by LSI (which shall only
be provided by LSI in its sole discretion) shall be governed by the terms of
this Agreement.
(c) If Licensee finds what Licensee considers an error in the LSI Licensed
Code, Licensee will notify LSI so that LSI can, in its sole discretion, make
corrections to the LSI Licensed Code or to future revisions of the LSI
Licensed Code.
7. Term and Termination
7.1 Term. The term of this Agreement is five (5) years from the Effective
Date, subject to renewal upon mutual agreement of the parties.
7.2 Termination for Breach. If Licensee breaches any material provision of
this Agreement, LSI shall have the right to terminate this Agreement,
including all licenses granted hereunder, in addition to any and all other
remedies available at law or equity, unless Licensee cures such breach
within sixty (60) days ("Cure Period") after receiving written notice of the
breach by LSI. Licensee shall make best efforts to cure the material breach
in the least amount of time possible within the Cure Period.
7.3 Insolvency. If either party: (a) becomes substantially insolvent; (b)
makes an assignment for the benefit of creditors; (c) files or has filed
against it a petition in bankruptcy or seeking reorganization; (d) has a
receiver appointed; or (e) institutes any proceedings for liquidation or
winding up or have such proceedings instituted against it; then the other
party may, in addition to other rights and remedies it may have, terminate
this Agreement immediately by written notice.
7.4 Consequences. Upon termination or expiration of this Agreement for any
reason whatsoever, the licenses, rights, and covenants granted hereunder and
any obligations imposed hereunder shall cease except as otherwise expressly
set forth herein as surviving termination or expiration.
7.5 Return of Confidential Information. Upon expiration or termination of
this Agreement for any reason or upon written request by LSI, Licensee
agrees to promptly return to LSI or, at LSI's request, destroy and certify
by an officer of Licensee in writing the destruction of, all LSI
Confidential Information furnished to Licensee, including all LSI Licensed
Code and Explanatory Materials.
7.6 Survival of Licenses. Any LSI Licensed Code and Explanatory Materials
distributed prior to the effective date of any termination, expiration,
breach, or cancellation of this Agreement, shall remain licensed (including
any LSI Licensed Code in inventory, manufactured, or work in progress with
Licensee products) under the terms of this Agreement. Notwithstanding the
foregoing, Licensee may retain an archival copy of portions of the LSI
Confidential Information, including LSI Licensed Code and Explanatory
Materials, necessary for Licensee to provide ongoing technical support to
Subsequent Users using the LSI Licensed Code ("Archival Materials") after
termination, expiration or cancellation of this Agreement. Such Archival
Materials may not be used for any other purpose without the written consent
from LSI. Licensee shall keep such Archival Materials confidential for an
additional five (5) years from the date of termination, expiration , or
cancellation of this Agreement, regardless of when the LSI Confidential
Information was disclosed.
7.7 Survival. In the event of expiration or termination of this Agreement
for any reason, the following sections of this Agreement shall survive: 1,
3, 5, 7, 8, 9, 8 and 10. Termination will not prejudice either party to
require performance of any obligation due at the time of termination. All
end user licenses in effect and in compliance with the Agreement prior to
effective termination or expiration shall survive and continue in full force
and effect in accordance with their terms and Licensee may continue to
perform its obligations thereunder, including support obligations.
8. Disclaimer of All Warranties
8.1 THE PARTIES AGREE THAT LSI FURNISHES THE LSI LICENSED CODE AND
EXPLANATORY MATERIALS TO LICENSEE "AS IS," UNSUPPORTED, WITHOUT WARRANTY OF
ANY KIND. LSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT, INCLUDING ANY THAT MAY ARISE FROM A COURSE OF PERFORMANCE,
A COURSE OF DEALING OR TRADE USAGE. LSI SHALL NOT BE LIABLE FOR ANY ERROR,
OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE LSI LICENSED CODE OR
EXPLANATORY MATERIALS. LSI MAKES NO WARRANTY OR REPRESENTATION THAT THE LSI
LICENSED CODE OR EXPLANATORY MATERIALS WILL MEET LICENSEE'S REQUIREMENTS OR
WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE APPLICATION.
8.2 LSI DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE'S USE OF
THE LSI LICENSED CODE IN ANY MEDICAL, NUCLEAR, AVIATION, NAVIGATION,
MILITARY, OR OTHER HIGH RISK DEVICE OR APPLICATION. LICENSEE REPRESENTS AND
WARRANTS THAT IT WILL NOT USE THE LICENSED LSI CODE IN ANY MEDICAL, NUCLEAR,
AVIATION, NAVIGATION, MILITARY, OR OTHER HIGH RISK DEVICE OR APPLICATION.
LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD LSI HARMLESS AGAINST ANY LOSS,
LIABILITY, OR DAMAGE OF ANY KIND THAT LSI INCURS IN CONNECTION WITH BREACH
OF THE WARRANTY IN THIS SECTION 8.2.
8.3 LSI DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE'S
CREATION AND USE OF DERIVATIVE WORKS OF THE LSI SOURCE CODE. LICENSEE SHALL
INDEMNIFY, DEFEND, AND HOLD LSI HARMLESS AGAINST ANY LOSS, LIABILITY, OR
DAMAGE OF ANY KIND THAT LSI INCURS IN CONNECTION WITH LICENSEE'S DERIVATIVE
WORKS OF LSI SOURCE CODE.
9. Limitation of Liability
IN NO EVENT SHALL LSI, ITS EMPLOYEES, AFFILIATES ORSUPPLIERS BE LIABLE FOR
ANY LOST PROFITS, REVENUE, SALES OR DATA OR COSTS OF PROCURE OF SUBTITUTE
GOODS OR SERVICES, INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY
SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC OR PUNITIVE
DAMAGES, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT, STRICT
LIABILITY, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF THE USE
OR INABILTY TO USE THE LSI LICENSED CODE OR EXPLANATORY MATERIALS, EVEN IF
LSI OR ITS EMPLOYEES, SUPPLIERS OR AFFILIATES ARE ADVISED OF THE POSSIBILTIY
OF SUCH DAMAGES. IN THE EVENT THAT THE APPLICABLE JURISDICTION DOES NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT DOES ALLOW LIABILTY TO
BE LIMITED, THE LIABILITY OF LSI, ITS EMPLOYEES, AFFILIATES, OR SUPPLIERS IN
SUCH CASES, SHALL BE LIMITED TO $100 US DOLLARS.
10. General
10.1 Assignment. Licensee shall not assign this Agreement or any of its
rights or delegate any of its duties under this Agreement without the prior
written consent of LSI. Subject to the foregoing, this Agreement will be
binding upon, enforceable by, and inure to the benefit of the parties and
their respective successors and assigns. Any attempted assignment in
violation of this Section 10.1 shall be null and void.
10.2 Governing Law. This Agreement shall be construed and interpreted in
accordance with the law of the State of California without reference to its
conflicts of law principles.
10.3 Exclusive Jurisdiction. All disputes arising out of or related to this
Agreement will be subject to the exclusive jurisdiction and venue of the
California state courts of Santa Clara County, California in United States
District Court for the Northern District of California, and the parties
consent to the personal and exclusive jurisdiction of these courts.
10.4 Export Control. Licensee shall follow all export control laws and
regulations relating to the LSI Licensed Code and Explanatory Materials.
Licensee hereby acknowledges responsibility for compliance with all
applicable US and local laws and regulations related to import and export
and acknowledges and agrees that the LSI Licensed Code is subject to the
U.S. Export Administration Regulations. Diversion contrary to U.S. law is
prohibited. Licensee agrees that the LSI Licensed Code is being or will be
acquired for, shipped, transferred, or re-exported, directly or indirectly,
to prohibited or embargoed countries, nor be used for any prohibited end-
use, such as nuclear activities, chemical/biological weapons, or missile
projects, unless expressly authorized by the U.S. Government. Prohibited
countries are set forth in the Supplement 1 to Part 740 of the U.S. Export
Administration Regulations. Countries currently subject to U.S. embargo
include: Cuba, Iran, N. Korea, Sudan and Syria. This list is subject to
change without further notice from LSI Corporation and Licensee understands
that compliance with the list as it exists in fact, is required. Licensee
assumes sole responsibility for obtaining any/all licenses required for
export or re-export. All ECCN and CCATS numbers and License Exception
information are subject to change without notice. Modification in any way
nullifies the classification. It is therefore your obligation as an exporter
to verify such information and comply with the then currently applicable
regulations. Any data provided by LSI is for informational purposes only.
LSI Corporation makes no representation or warranty as to the accuracy or
reliability of any classifications or numbers. Any use of such
classifications or numbers by you is without recourse to LSI Corporation and
is at your own risk. LSI Corporation is in no way responsible for any
damages, whether direct, indirect, consequential, incidental or otherwise,
suffered by you as a result of using or relying upon such classifications or
numbers for any purpose whatsoever. Licensee agrees to consult the EAR, the
Bureau of Industry and Security's Export Counseling Division, and other
appropriate sources before distributing, importing, or using LSI products.
You may request software classification information from LSI or view it at
LSI.com. If requested, Customer agrees to sign written assurances and other
export-related documents as may be required by LSI.
10.5 Waiver. No failure or delay on the part of either party in the exercise
of any right or privilege hereunder shall operate as a waiver thereof or of
the exercise of any other right or privilege hereunder, nor shall any single
or partial exercise of any such right or privilege preclude other or further
exercise thereof or of any other right or privilege.
10.6 Notice. Any notice or claim provided for herein to LSI shall be in
writing and addressed as set forth below, and shall be given (i) by personal
delivery, effective upon delivery, (ii) by first class mail, postage
prepaid, addressed as set forth below, effective one (1) business day after
proper deposit in the mail, or (iii) by facsimile directed to the facsimile
number set forth below, but only if accompanied by mailing of a copy in
accordance with (ii) above, effective as of the date of facsimile
transmission.
Vice President
Global Commercial Law Group
LSI Corporation
1110 American Parkway, NE
Room 12K-302
Allentown, PA 18109
Fax: (610) 712-1450
10.7 Severability. If any term, condition, or provision of this Agreement,
or portion of this Agreement, is found to be invalid, unlawful or
unenforceable to any extent, the parties will endeavor in good faith to
agree to such amendments that will preserve, as far as possible, the
intentions expressed in this Agreement. Such invalid term, condition or
provision will be severed from the remaining terms, conditions and
provisions, which will continue to be valid and enforceable to the fullest
extent permitted by law.
10.8 Other Rights. Nothing contained in this Agreement shall be construed as
conferring by implication, estoppel, or otherwise upon either party or any
third party any license or other right except, solely as to the parties
hereto, the rights expressly granted hereunder.
10.9 Integration; Modification. This Agreement embodies the final, complete
and exclusive statement of the terms agreed upon by the parties with respect
to the subject matter hereof and supersedes any prior or contemporaneous
representations, descriptions, courses of dealing, or agreements in regard
to such subject matter. No amendment or modification of this Agreement shall
be valid or binding upon the parties unless stated in writing and signed by
an authorized representative of each party.
10.10 Publicity. All publicity concerning this transaction referring to the
other party shall require the other party's prior written approval which
shall not be unreasonably withheld.
10.11 Relationship of the Parties. The relationship of the parties hereto is
that of independent contractors. Neither party, nor its agents or employees,
shall be deemed to be the agent, employee, joint venture partner, partner or
fiduciary of the other party. Neither party shall have the right to bind the
other party, transact any business on behalf of or in the name of the other
party, or incur any liability for or on behalf of the other party.