﻿Infineon Technologies AG
Evaluation Software License Agreement

BY DOWNLOADING AND/OR USING (INCLUDING COPYING) THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE (INCLUDING YOU) SHALL NOT DOWNLOAD AND/OR USE (INCLUDING COPYING) THE SOFTWARE.

1. DEFINITIONS
1.1 "Affiliate" means a legal entity which is directly or indirectly controlled by the relevant entity, whereas control means the direct or indirect ownership of more than fifty (50) percent of the shares or ownership interests representing the right to make decisions for that entity, as long as such ownership subsists.
1.2 "Agreement" means this Evaluation Software License Agreement.
1.3 "Documentation" means the technical information potentially provided along with the Software.
1.4 "Licensee" means the company or individual indicated in the Registration.
1.5 "Licensed Items" means the Software and the Documentation.
1.6 "Licensor" means Infineon Technologies AG, having its offices at Am Campeon 1-15, 85579 Neubiberg, Germany.
1.7 "Registration" means an account with Licensor's internet service MyInfineon.com and Infineon Toolbox enabling the download of the Software.
1.8 "Software" means the software package of which this Agreement forms part.
1.9 "You" means (i) if Licensee is a company, an individual acting in the ordinary course of business of Licensee; or (ii) if Licensee is an individual, Licensee.
2. IMPORTANT NOTICE
2.1 Licensor is not and cannot be aware of the specific application of the Software by Licensee. However, Software may from time to time be used by Licensee in potentially harmful and/or life-endangering applications such as traffic, logistic or medical applications or in other applications where failure of the Software may predictably cause damage to persons’ life or health or to property (hereinafter "Critical Applications").
2.2 Licensee acknowledges that Licensor has not specifically designed or qualified the Software for Critical Applications that the Software may contain errors and bugs and that Licensee is required to qualify the Software for Critical Applications pursuant to the applicable local quality, safety and legal requirements before permitting or giving access to any such use.
3. LICENSE GRANT
3.1 For the term and subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee under Licensor's intellectual property rights in the Licensed Items a limited, worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free right to 
(i) use and reproduce the Software in order to install and run the Software on and/or in connection with Licensor hardware only;
(ii) modify the source code of the Software as required in order to exercise the rights pursuant to (i);
(iii) use the Documentation as required in order to exercise the rights pursuant to (i) and (ii);
always provided that the Licensed Items are used by Licensee for evaluation purposes only.
3.2 Licensee's Affiliates may exercise all license rights granted under this Agreement, subject to Licensee Affiliates' compliance with all terms and conditions of this Agreement, provided that Licensee agrees to be fully liable towards Licensor for any and all damages arising out of any acts or omissions of Affiliates regarding their exercise of license rights under this Agreement.
3.3 Except for the limited rights granted in Section this Section 3, Licensor retains all right, title and interest in and to the Licensed Items and all intellectual property rights therein. The license rights granted pursuant to this Agreement do not transfer to Licensee title or ownership in the Software or any copies thereof, but only a limited right of use.
4. RESTRICTIONS
Licensee shall not itself or through any third party:
(i) reproduce the Software (including printouts thereof) unless otherwise permitted under this Agreement or by mandatory statutory law;
(ii) use the Software in and for the purpose of series production;
(iii) remove any copyright notices contained in the Licensed Items;
(iv) publicly display, publicly perform, publish or broadcast the Licensed Items without Licensor's prior written approval;
(v) sell, lease, license or sublicense the Licensed Items to any third party without Licensor’s prior written approval;
(vi) make available the Licensed Items or assign or otherwise transfer any right in the Licensed Items to third parties;
(vii) use the Licensed Items for the purposes of determining whether they are covered by any intellectual property rights (including without limitation patents and copyrights) of Licensee or any other third party;
(viii) directly or indirectly bring any suit before any court or administrative agency or otherwise assert any claim against Licensor, its subsidiaries and/or any of their respective suppliers and/or customers due to their development, use, reproduction, manufacturing, marketing, sale, distribution, licensing, sublicensing or other disposal of the Licensed Items based on infringement of any of Licensee's intellectual property rights (including without limitation patents and copyrights).
5. CONFIDENTIAL INFORMATION
5.1 Licensee shall treat ideas, concepts and information incorporated in the Software, the source code of the Software, the Documentation and the content of this Agreement (together hereinafter "Confidential Information") confidential, not disclose it to any third party other than its and/or its Affiliates' employees who are bound to confidentiality obligations not less strict than those contained in this Agreement, not use it for any other purposes than for evaluation of the Software, and protect the confidentiality of such information with the same degree of care which it uses to protect its own confidential information but at least with reasonable care. 
5.2 The obligations pursuant to Section 5.1 shall not apply with respect to information that: (i) was publicly known or made generally available in the public domain prior to the time of disclosure to Licensee by Licensor; (ii) becomes publicly known or made generally available after disclosure to Licensee by Licensor through no action or inaction of Licensee; or (iii) is in the possession of Licensee, without confidentiality restrictions, at the time of disclosure by Licensor as shown by Licensee’s records immediately prior to the time of disclosure.
5.3 Licensee shall designate the right to use Confidential Information only to such employees who are bound to confidentiality obligations similar to those under this Agreement.
6. TERM AND TERMINATION
6.1 This Agreement will become effective upon Licensee's start to use the Software and shall remain in effect until terminated.
6.2 This Agreement shall automatically terminate if Licensee is in breach of any provision of this Agreement.
6.3 Licensee may terminate this Agreement at any time by stopping use of the Software and deleting all copies of the Software in Licensee's control.
6.4 Licensor may terminate this Agreement by giving 2 weeks written notice to Licensee to the address indicated in the Registration (i) if a third party claims to have intellectual property rights in the Software; (ii) if Licensee itself or through any third party directly or indirectly brings any suit before any court or administrative agency or otherwise asserts any claim against Licensor and/or any of its Affiliates, suppliers or customers due to their development, use, reproduction, manufacturing, marketing, sale, distribution, licensing, sublicensing or other disposal of the Licensed Items based on infringement of any of Licensee's intellectual property rights (including without limitation patents and copyrights); and/or (iii) in case of a change of control of Licensee.
6.5 Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Licensee under this Agreement shall immediately cease. Licensee shall immediately stop using the Licensed Items, destroy all copies of the Licensed Items which are in Licensee's control, and, upon Licensor's written request, provide Licensor with a written certification from an authorized officer of Licensee within five (5) business days after Licensor's request, confirming that all copies of the Licensed Items have been destroyed.
6.6 The provisions of Sections 4, 5, 6.6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement.
7. WARRANTY
Licensee acknowledges that the Licensed Items are provided by Licensor free of charge. Accordingly, without prejudice to Section 8, the Licensed Items provided by Licensor under this Agreement are provided "AS IS" without any warranty or liability of any kind and Licensor hereby expressly disclaims any warranties or representations, whether express, implied, statutory or otherwise, including but not limited to warranties of workmanship, merchantability, fitness for a particular purpose, defects in the Licensed Items, or non-infringement of third parties' intellectual property rights.
8. LIABILITY
8.1 Nothing in this Agreement shall limit or exclude Licensor's liability under mandatory statutory liability laws, or in cases of Licensor's intentional misconduct or gross negligence.
8.2 Without prejudice to Section 8.1, Licensor's liability under and/or in connection with this Agreement shall be excluded in all other cases.
9. EXPORT REGULATIONS
9.1 It is the responsibility of Licensee to comply with all applicable export control, anti-terrorism and trade laws and regulations, including, but not limited to, the requirements of the United States Arms Export Control Act, International Traffic in Arms Regulation, Export Administration Act, and Export Administration Regulations, and European Council Regulation (EC) No. 428/2009 (including revisions), as well as applicable national laws, as relevant to any items or services purchased or received from Infineon. Licensee agrees and confirms that Licensee shall not export or re-export, directly or indirectly, any good or service received from Infineon, including any items incorporating such good or service, to any country, destination, or individual, for which an export authorization or other governmental or official approval is required, without first obtaining such authorization or approval.
9.2 Licensee shall neither use any good or services delivered by Infineon directly or indirectly for nuclear technology, weapons of mass destruction, or carriers thereof, nor supply them outside of the European Union to military, paramilitary, police, intelligence agencies or civil administrations of such institutions or other institutions acting on behalf of them.
10. APPLICABLE LAW / VENUE
10.1 This Agreement shall be governed by Swiss law without reference to its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded. 
10.2 The Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich) shall have exclusive jurisdiction on any dispute arising out of or in connection with this Agreement.
11. GENERAL PROVISIONS
11.1 Licensee shall not assign this Agreement or any rights or obligations hereunder, without the prior written consent of Licensor.
11.2 This Agreement embodies the entire understanding between Licensor and Licensee with respect to the subject matter contained herein, and replaces any prior oral or written communications between them. General Terms and Conditions of either party shall not apply to this Agreement.
11.3 If any provision of this Agreement is considered void or unfeasible by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.
11.4 This Agreement may only be modified or amended in written form. This form requirement can only be waived by mutual written agreement.

