You (hereinafter referred as “You”) acknowledge that You have read, and agree to be bound by, the following terms and conditions and agree to comply with all applicable laws and regulations when You use the document or device models (hereinafter referred as “Document”) and/or software, including algorithm (hereinafter referred as “Software”) downloaded from the WINBOND website or provided to You by WINBOND. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT DOWNLOAD OR USE THE DOCUMENT OR SOFTWARE. WINBOND ELECTRONICS CORPORATION (“WINBOND”) reserves the right to revise the terms and conditions, and terminate or restrict Your access to WINBOND website at any time without notice.
LICENSE GRANT
Subject to the terms and condition under this Agreement, WINBOND hereby grants You a non-exclusive, non-transferable license without the right to sub-license under WINBOND or its licensors’ copyright to use, modify, reproduce or distribute Software solely for use with WINBOND Products defined below.
TECHNICAL SUPPORT
WINBDOND is not obligated to provide technical support to You for the implementation of the Document and/or Software, including but not limited to providing updated information, software, bug or error fixes.
EXPORT CONTROL
You shall not export, re-export or import the Document and/or Software to any country, person(s) or organization prohibited from obtaining such data or technology according to any national export regulation, (e.g., U.S. Department of Commerce Export Administration Regulations), without first obtaining all valid export licenses and authorizations.
PROPRIETARY RIGHTS
You acknowledge that WINBOND owns all right, title, and interest in and to the Document and Software, and all copyrights, patents, trademarks, service marks, trade secrets, and other intellectual property rights relating thereto. Except as otherwise expressly provided in this Agreement, You shall not reverse engineer, disassemble, decompile, reproduce, adapt, modify, summarize, export and/or distribute any part of Document and/or Software, and shall not use the Document and Software other than the license granted under this Agreement.
RESTRICTED USE
You acknowledge and understand that WINBOND Document, Software or semiconductor (hereinafter collectively referred as “WINBOND Products”) are not designed, intended, authorized or warranted for use as components in systems or equipment intended for surgical implantation, atomic energy control instruments, airplane or spaceship instruments, transportation instruments, traffic signal instruments, combustion control instruments, or for other applications intended to support or sustain life. Furthermore, WINBOND Products are not intended for applications wherein failure of WINBOND Products could result or lead to a situation wherein personal injury, death or severe property or environmental damage could occur. If You use or sell these WINBOND Products for use in such applications, You shall assume Your own risk and shall fully indemnify WINBOND for any damages resulting from such improper use or sales.
CONFIDENTIALIY
You shall maintain the Document and Software in strict confidence and use the standard degree of care as you would use for safeguarding your own confidential information of like importance, but no less than a reasonable care. You shall not disclose any or all part of Document and/or Software regardless of any form to any third party except for the persons in Your organization or company who have a need to know the Document and/or Software for performance of the purpose provided under this Agreement and who shall be bound to confidentiality stipulated hereunder (“Authorized Representative”). If the Authorized Representative fails to comply with any obligations stipulated hereunder, it shall be deemed as breach by You. You shall not use the Document and/or Software in any way that would cause damage against WINBOND.
TERM AND TERMINATION
This Agreement will be effective as of the date, whichever is earlier, (1) You download the Document and/or Software on WINBOND website or (2) You receive the Document and/or Software from WINBOND, and continue until terminated by You or WIBOND. WINBOND has the right to terminate this Agreement without prior notice if You fails to comply with any provision of this Agreement.
THE EFFECT OF TERMINATION
If this Agreement is terminated, You shall cease using any Document and/or Software immediately and shall destroy or remove the Document and/or Software and any copies thereof.
The following provisions shall survive any termination of this Agreement: Proprietary Rights, Restricted Use, Confidentiality, Disclaimer, Limitation of Liabilities, Breach of Contract, Governing Law and Jurisdiction.
DISCLAIMER
EXCEPT FOR THE FOREGOING, WINBOND MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE DOCUMENT OR SOFTWARE INCLUDING, BUT NOT LIMITED TO, NON-INFRINGMENT OF THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITIES
IN NO EVENT SHALL WINBOND BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, INCOME OR PROFIT, OR DAMAGED SUSTAINED AS THE RESULT OF WORK STOPPAGE) OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT WINBOND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY YOUR USE OF THE SOFTWARE, DOCUMENT OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY PROVIDED HEREIN, WINBOND’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE DOCUMENT OR SOFTWARE PROVIDED HEREIN, UNDER ALL LAWS, PROVISION HEREOF OR OTHERWISE SHALL NOT EXCEED THE PRICE PAID BY YOU TO WINBOND FOR PURCHASE OF THE RELEVANT WINBOND SEMICONDUCTOR PARTS.
BREACH OF CONTRACT
You agree to indemnify and hold WINBOND harmless from any and all loss, damage, liabilities, claim, proceeding, action, or costs and expenses (including reasonable attorney’s fees) incurred as a result of the claim made by any third party in connection to or arising out of Your breach of any provisions under this Agreement, Your wrongdoing towards Document and/or Software or the infringement of third party’s intellectual properties by Your products.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of Taiwan, Republic of China, and the rules of choice of law do not apply. The jurisdiction and venue of any actions arising out of, or relating to, or in any way connected with any dispute or litigation under this Agreement shall be exclusively Taiwan HsinChu District Court.
MISCELLANEOUS
You represent that You have the legal authority to accept the terms and conditions of this Agreement on behalf of Yourself or any party You represent or by whom you are employed.
You shall not delegate any obligation under this Agreement or assign this Agreement or any interest or right hereunder without the prior written consent of WINBOND.
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the remainder of this Agreement shall continue in full force and effect without said provision.
This Agreement constitutes the entire agreement between You and WINBOND with respect to the subject matter hereof and supersede any prior oral or written agreement.
WINBOND reserves the right to make changes, corrections, modifications or improvements to this Agreement, Document, Software and services described herein at any time, without notice.