Standard Board and Circuit - LIN Standard Board and Circuit - LIN

SOFTWARE LICENSE TERMS

NOTICE:

PLEASE READ THIS SOFTWARE LICENSE TERMS CAREFULLY BEFORE INSTALLING AND/OR USING THE SOFTWARE DEFINED BELOW. ADVANTEST CORPORATION ("ADVANTEST") IS WILLING TO LICENSE THE SOFTWARE AND THE DOCUMENTATION PROVIDED WITH THE SOFTWARE ("SOFTWARE") TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THESE LICENSE TERMS. BY CLICKING THE "I AGREE" BUTTON BELOW, OR BY INSTALLING, COPYING AND/OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS TERMS AND UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY THESE LICENSE TERMS. IF YOU DO NOT AGREE TO THESE LICENSE TERMS, YOU MAY NOT CLICK THE "I AGREE" BUTTON BELOW, OR INSTALL, COPY AND/OR USE THE SOFTWARE, AND YOU MAY RETURN THE UNUSED SOFTWARE TO ADVANTEST AND REQUEST A REFUND OF FEE FOR THE SOFTWARE, IF ANY, ALREADY PAID. "YOU" OR "CUSTOMER" MEANS THE NATURAL PERSON OR ENTITY THAT IS AGREEING TO BE BOUND BY THESE LICENSE TERMS.

  1. LICENSES

    1. Subject to any additional Advantest license terms that may apply, Advantest grants Customer a perpetual, revocable, non-exclusive limited license (without the right to sublicense) to use the software in machine-readable form only with Advantest semiconductor test systems with for Customer's internal purposes in accordance with the documentation provided with the Software. Such documentation, together with Advantest's quotation or sales order acknowledgement, may include additional license terms and restrictions that apply to the specific software being provided by Advantest and/or Advantest's third party suppliers, which shall take precedence over these general software license terms. By installing, copying, or otherwise using the Software, Customer acknowledges that Customer has read such additional license terms, understands them and agrees to be bound by their applicable requirements and restrictions. In the absence of documentation specifying the applicable license, Customer is granted the right to copy and use the Software on any computer Customer owns, or as otherwise indicated on the quotation.
    2. Any Software is transferable upon Advantest's receipt of the name, address and location of the transferee on the form to be provided by Advantest to the extent permissible under local laws. The transferee shall agree to Advantest's Software license terms prior to the transfer of the Software. In addition, Customer's license terms will be binding on involuntary transferees, notice of which is hereby given.
    3. The Software is owned and copyrighted by Advantest or its third party suppliers. Advantest and its third party suppliers retain all right, title and interest in the Software. Third party suppliers may protect their rights in the Software in the event of any violation of these license terms. Customer shall reproduce and apply any copyright or other proprietary notices included on or in the Software to any copies thereof, in whole or in part, in any form.
    4. Customer will not disassemble or otherwise modify or create derivative works based upon the Software without written authorization from Advantest, except as permitted by law. Customer may not copy, upload to or distribute the Software onto any public or distributed network.
    5. Advantest may terminate Customer's license upon notice for breach of these license terms. Customer shall destroy all copies of the Software immediately upon notice of termination and so certify to Advantest in writing.
    6. The Software is "commercial computer software." Software and technical data rights granted to the federal government include only those rights customarily provided to end user Customers. Use, duplication, or disclosure by the United States government is subject to restrictions set forth in this Agreement and as provided in FAR 12.211 (Technical Data) and 12.212 (Computer Software), FAR 27.405(b)(2), FAR 52.227-19, or FAR 52.227-14(ALT III) and DFARS 252.227-7015 (Technical Data Commercial Items) and DFARS 227.7201 through 227.7202-4, or successor provisions, as applicable.

  2. WARRANTY

    1. ADVANTEST MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SOFTWARE, AND THE SOFTWARE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITH NO WARRANTY. CUSTOMER AGREE THAT CUSTOMER'S USE OF THE SOFTWARE IS AT CUSTOMER'S SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ADVANTEST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF USE OR PERFORMANCE, OF THE SOFTWARE, REMAINS WITH CUSTOMER.
    2. Advantest has no obligation to provide support, maintenance, upgrades, modifications, customizations or new releases to or for the Software under these license terms.
    3. Advantest does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer.
    4. Software is not fault-tolerant and are not designed or intended for any use requiring fail-safe performance in which the failure of a Software could lead to death, serious personal injury, or severe physical and environmental damages (collectively, "High Risk Activities"), such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems and/or direct life-support machines. ADVANTEST EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

  3. LIMITATION OF LIABILITY AND REMEDIES

    1. ADVANTEST, ITS AFFILIATES, SUBCONTRACTORS AND SUPPLIERS SHALL NOT HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY CUSTOMER, RESTORATION COST, LOSS OF ANTICIPATED PROFITS OR REVENUES, IN ANY AND ALL CIRCUMSTANCES, EVEN IF ADVANTEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, INDEMNITY, CONTRIBUTION OR OTHERWISE AND EVEN IF ANY OF THE LIMITED REMEDIES IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
    2. THE REMEDIES IN THESE TERMS ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES.

  4. TERMINATION

    1. Unless prohibited by applicable bankruptcy law, should either party (i) become insolvent; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws (including without limitation being subject to a voluntary or involuntary bankruptcy petition), or for the party's reorganization, receivership, dissolution or liquidation; (iii) make an assignment for the benefit of creditors or any general arrangement with creditors; (iv) discontinue business or adopt a resolution calling for the same; (v) become unable to pay or generally fail to pay its debts as they become due; or (vi) have a receiver/trustee appointed for such party's assets, the other party may elect to cancel any unfilled obligations hereunder.

  5. GENERAL

    1. Advantest is not responsible for any delay or failure to perform any of its obligation under these license terms arising from or related to any cause beyond its reasonable control including, without limitation, labor dispute, acts of nature, delays of suppliers or subcontractors or carriers, curtailment of or failure to obtain sufficient electrical or other energy, act of terrorism, governmental action, fire, explosion, geological change, storm, flood, earthquake, tidal wave, explosion, epidemic, radioactive contamination, lightning or act of war, or any acts or omissions of Customer, including but not limited to, non-payment or failure to execute an acceptance certificate or financing documents.
    2. If, prior to or during the course of the performance of these license terms, the terms and conditions contained in these license terms shall cease to be fair or become inequitable due to factors beyond the control of the parties hereto, including but not limited to, substantial changes in economic circumstances, then the parties hereto shall discuss how far such situation can be taken into account and shall further review any or all provisions of these license terms as may be necessary.
    3. Customer may not assign or transfer these license terms, without prior written consent of Advantest. Any attempt to do so shall be null and void.
    4. Customer who exports, re-exports, transfers or imports Software, technology or technical data licensed hereunder, assumes responsibility for complying with applicable U.S. and other laws and regulations, and for obtaining required export and import authorizations. Customer shall comply with U.S. and other laws and regulations prohibiting transfers, exports and re-exports to certain end-users and destinations or for certain end-uses, unless written authorization is obtained from the appropriate government. Advantest may suspend performance if Advantest believes that Customer is in violation or threatened violation of applicable laws or regulations. As part of Advantest's export compliance program, Customer may be required to provide end use, end user statements as well as trade compliance statements and export policy statements regarding the Software licensed to Customer.
    5. Disputes arising in connection with these license terms shall be governed by the laws of Japan and the parties agree to submit any claim or action arising from or relating to these license terms to the exclusive jurisdiction of the Tokyo District Court.
    6. Provisions herein which by their nature extend beyond the termination of any license of Software shall remain in effect until fulfilled.
    7. Neither party's failure to exercise any of its rights under these license terms shall be deemed a waiver or forfeiture of those rights.
    8. Customer shall keep confidential and not disclose to any third party the terms of these license terms, any license agreement, and any other non-public information disclosed to Customer by Advantest, including without limitation technical data and/or documentation regarding the Software or pricing information, and/or terms contained in or attached to Advantest's quotation, sales order acknowledgement and invoice. As between Advantest and Customer, Advantest retains all intellectual property rights to and ownership interest in any Advantest confidential information disclosed or provided to Customer arising from or related to these license terms, including, without limitation, all rights in and to any design data or manufacturing data. Any disclosure without Advantest's prior written consent could cause irreparable harm and significant injury that monetary damages may be inadequate to remedy and may entitle Advantest to injunction relief or equitable relief in addition to monetary damages. No rights in any confidential or proprietary information of Advantest shall be transferred to Customer by virtue of its license of any Software from Advantest.
    9. To the extent that any provision of these license terms is determined to be illegal or unenforceable, the remainder of these license terms shall remain in full force and effect.
    10. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these license terms.
    11. These license terms constitute the entire agreement between Advantest and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. These license terms take precedence over any of Customer's additional or different terms and conditions, including without limitation, those contained in any purchase order, to which notice of objection is hereby given by Advantest. Customer's license of Software shall constitute Customer's acceptance of these license terms. In case of a conflict between these license terms and any Customer purchase order or other document provided by Customer, these license terms shall prevail. No change or modification of any of these license terms will be valid or binding on either party unless in writing and signed by the party against whom enforcement is sought.
    12. Customer shall not directly or indirectly reverse engineer, disassemble or decompile any technology, software, prototype, or other tangible objects which are provided pursuant to these license terms.
    13. Any required notices shall be given in writing at the address of the receiving party either by registered or certified mail, postage prepaid, return receipt requested, or courier with proof of delivery.