END USER LICENSE AGREEMENT
- ACCEPTANCE OF THIS AGREEMENT.
THIS AGREEMENT, WHEN EFFECTIVE, IS BETWEEN YOU (“YOU” OR “LICENSEE”) AND POWER INTEGRATIONS, INC. OF SAN JOSE, CALIFORNIA (“PI” OR “LICENSOR”). BY YOUR DOWNLOAD, INSTALLATION, AND/OR USE OF THE LICENSED SOFTWARE (WHERE “LICENSED SOFTWARE” MEANS LICENSOR’S BRIDGESWITCHTM MOTOR-EXPERT™ MOTOR CONTROL CONFIGURATION AND DIAGNOSTICS TOOL, AND LICENSOR’S BRIDGESWITCH SINGLE-PHASE BLDC FAN MOTOR CONTROL CODE LIBRARY, INCLUDING DERIVATIVE WORKS OF EACH OF THE FOREGOING, IF ANY, UPDATES THEREOF AND DOCUMENTATION THEREFOR (WHICH DOCUMENTATION MAY INCLUDE INSTALLATION MANUALS, USER GUIDES AND PROGRAMMER GUIDES), YOU ACCEPT THIS SOFTWARE LICENSE AGREEMENT (“END USER LICENSE AGREEMENT” OR “AGREEMENT”). THIS END USER LICENSE AGREEMENT IS EFFECTIVE UPON THE EARLIEST OF SUCH DOWNLOAD, INSTALLATION OR USE (“EFFECTIVE DATE”). YOU REPRESENT THAT, IF YOU ARE A PERSON, YOU ARE AT LEAST 18 YEARS OF AGE. A PARTY TO THIS END USER LICENSE AGREEMENT MAY BE REFERRED TO BY THE TERM “PARTY” AND EACH OF THE PARTIES COLLECTIVELY AS “PARTIES.”
2. LICENSED USES AND RESTRICTIONS
2.1 License Grant. Licensor grants you a royalty-free, fully paid up, non-exclusive, non-transferable, non-sublicensable license to access and use the Licensed Software for your business use only, and then solely for developing motor drive solutions for brushless DC motors that include the Bridgeswitch Integrated Half Bridge Driver produced by Power Integrations, Inc. of San Jose, California (the “Licensed Purpose”). Any use of the Licensed Software for other than the Licensed Purpose automatically terminates this license effective upon such use, without need for notice of termination to Licensee. You may have this use for the Licensed Purpose performed by a contractor, provided that all terms and conditions of this End User License Agreement are complied with.
This license includes the right to make derivative works of the Licensed Software solely to enable the Licensed Software to achieve the Licensed Purpose, provided that you hereby waive your authority to sue Licensor and its direct or indirect customers under any and all such derivative works, and that you hereby release Licensor and such direct and indirect customers from any such suit.
Notwithstanding anything to the contrary herein, neither you or your contractor are authorized to allow the Licensed Software or any derivative work to be used by a competitor of Licensor. Any such use automatically terminates this license effective upon such use, without need for notice of termination to Licensee.
You acknowledge that the Licensed Software has not been specifically designed to meet your individual requirements and that you have all information necessary to evaluate whether the Licensed Software meets your requirements and is suitable for your intended use or application.
You acknowledge that your use of the Licensed Software and of any product (Licensee Product”) developed from such use is at your own risk. You acknowledge that Licensor is not, and will not in any way be, responsible for any consequence resulting from use of the Licensed Software or of any Licensee Product.
No right or license other than the above license for the Licensed Purpose is granted, either expressly or by implication, estoppel or otherwise under the Licensed Software or under any other intellectual property right of Licensor or any intellectual property right of any third party other than license rights granted by the open source code licenses discussed below.
2.2 License Restrictions. You agree and warrant not to, and not to permit any third party to: (a) decompile, disassemble or otherwise reverse engineer any object code of the Licensed Software, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques used or embodied in the object code of the Licensed Software; If any government regulation or law requires source code for interoperability or other purposes, you agree to consult Licensor in order to obtain the needed soured code, and that you will not yourself attempt to obtain the source code; (b) use the Licensed Software without obtaining and paying for any and all third party licenses, permissions, authorizations or consents required for your intended or actual use of the Licensed Software; (c) use the Licensed Software in a manner that violates the law; (d) other than for Licensed Purpose, or the authorized purpose of preforming an update, as specifically provided by and supported by Licensor and its licensors, copy store, transmit, distribute, display, rent, lease, sell, assign, modify, alter, license, or commercially exploit all or any portion of the Licensed Software, (e) transfer your license; (f) disclose, market, rent, lease, grant a security interest in, assign, pledge, or otherwise transfer, or derive income from the use or provision of, the Licensed Software, whether for direct commercial or monetary gain or otherwise; (g) provide or develop software to intercept, emulate or redirect the Licensed Software or the access thereto, in any way; (h) use any unauthorized connection to the Licensed Software; (i) remove or alter any copyright, trademark, or other proprietary notices from the Licensed Software; (j) perform or release the results of benchmark tests or other comparisons of the Licensed Software; (k) use or permit use of the Licensed Software by any person or entity other than yourself, your employees, consultants or contractors; (l) incorporate or allow the incorporation of the Licensed Software into any computer chip or firmware; or (m) use the Licensed Software to operate nuclear facilities, life support, or other mission critical application where human life or property may be at stake; you understand that the Licensed Software is not designed for such purposes and agree that Licensor is not liable for any damages arising from such use.
2.3 Open Source Code. The Licensed Software includes, or was written using, the following open source code: *FastJSON™; and Infineon DAVE™ professional development platform for XMCTM microcontrollers.
Copies of the licenses that license the foregoing open source code to Licensor are included in a README file in the Licensed Software. The README file also includes the URL at which the open source code licenses can be obtained. Licensor is in compliance with such license agreements.
Your use of the Licensed Software must be in full compliance with the open source licenses in the README file of the Licensed Software. If you make a derivative work of the FastJSON open source code within the Licensed Software, you must insert a prominent notice in each changed file stating how and where you changed that file.
2.4 Third Party Authorizations. You agree that you are independently required to obtain and pay for any and all third-party licenses, permissions, authorizations, and consents required for your licensed use of the Licensed Software.
2.5 Compliance. You acknowledge that Licensor may monitor compliance with the terms of this End User License Agreement by incorporating operating license management technology into the Licensed Software, including any security devices. In addition, you agree that Licensor may audit or have audited your use of the Licensed Software to verify compliance with the terms of this End User License Agreement.
You are responsible for the due and proper compliance with the terms and conditions of this End User License Agreement by you and your employees, consultants and contractors. You are and shall be jointly and severally liable to Licensor for any and all damages arising in connection with any non-compliance.
3. OWNERSHIP; RELATIONSHIP OF PARTIES.
3.1 No Rights Acquired. Except for the license rights expressly granted to you in this End User License Agreement, you agree that you do not acquire any right, title, or interest in or to the Licensed Software. You acknowledge and agree that Licensor, or Licensor’s licensor, owns all intellectual property rights of every type in and to the Licensed Software and parts thereof. Licensor or Licensor’s licensor shall at all times retain its ownership rights in the Licensed Software and parts thereof. This End User License Agreement is not a sale of the Licensed Software or of any intellectual property rights in the Licensed Software. You agree not to take any action to jeopardize, encumber, limit or interfere with Licensor’s rights with respect to the Licensed Software.
3.2 Confidential Information and Trade Secrets. You agree that the Licensed Software includes confidential information and trade secrets of Licensor, and independent economic advantages are derived by Licensor from its ownership and licensing of the Licensed Software, and its use or ownership of the confidential information and trade secrets. The Licensed Software is subject to reasonable precautions to protect it from unauthorized use and disclosure, as well as any other obligations of confidentiality set forth in this End User License Agreement. You agree to protect such confidential information and trade secrets from unauthorized use or disclosure to the same extent that you protect your own confidential information and trade secrets, but in no instance will you use less than a reasonable standard of care in so doing.
The confidentiality obligations set forth herein shall not apply to any information that is or that becomes generally available to the public other than as a result of your breach of this Agreement; that is obtained by you on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing the information; that you establish by documentary evidence was in your possession prior to Licensor’s disclosure hereunder; or that you establish by documentary evidence was or is independently developed by you without using any Confidential Information. As used in this paragraph, “you” or “your” refers to you and to those to whom disclose such confidential information.
You are liable to Licensor for any damages arising from any of your employees’, consultants’ or contractors’ failure to comply with the confidentiality obligations of this End User License Agreement and you shall immediately notify Licensor of any known unauthorized use or disclosure of, unauthorized access to, or of any theft or loss of, the Licensed Software or any part thereof.
3.3 Equitable Relief. You acknowledge and agree that due to the unique nature of this End User License Agreement, there can be no adequate remedy at law to compensate Licensor for your breach or threatened breach of this Agreement; and that such breach would result in irreparable harm to Licensor that would be difficult to measure; and, therefore, that upon any such breach or threat thereof, Licensor shall be entitled to injunctive and other appropriate equitable relief (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies it may have at law, hereunder, or otherwise.
4.1 Expenses. If you incur expenses in connection with your activities hereunder, the expenses are solely your responsibility.
5. SUPPORT AND LICENSED SOFTWARE UPDATES.
5.1 Support. Licensor has no obligation to provide maintenance, support, updates or new versions for the Software. If Licensor elects to provide you with customer support and/or to provide maintenance, support, updates or new versions for the Licensed Software (collectively, “Support”), Licensor may terminate such Support or any part thereof at any time without any prior written notice and with no liability. Licensor may change, suspend, place limits on, or discontinue all or any aspect of the Licensed Software at any time, without notice or liability.
6. WARRANTIES; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
6.1 Licensee’s Warranty. You represent and warrant to Licensor that you are solely responsible for all use of the Licensed Software and that you have the full authority and right to enter into this End User License Agreement. You agree to take all reasonable steps to protect the Licensed Software from unauthorized use, illegal reproduction, and illicit distribution.
6.2 Licensor’s Warranty. Licensor represents and warrants to you that Licensor has the full authority and right to enter into this End User License Agreement and to grant the licenses granted hereunder.
6.3 Disclaimer of Warranties. THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND, EXCEPT AS STATED IN SUBSECTION 6.1 (LICENSEE’S WARRANTY) AND 6.2 (LICENSOR’S WARRANTY), WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LICENSOR AND ITS PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, PARTNERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. LICENSOR AND ITS PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, PARTNERS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR WILL ACHIEVE YOUR DESIRED RESULT, THAT DEFECTS WILL BE CORRECTED, THAT THE LICENSED SOFTWARE IS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT LICENSOR WILL CONTINUE TO PRODUCE ANY DEVICE, PRODUCT OR SOFTWARE THAT MAY BE USED WITH THE LICENSED SOFTWARE, OR THAT LICENSOR WILL BRING ANY INFRINGEMENT ACTION AGAINST ANY THIRD PARTY. YOU FURTHER ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE SERVICE, INTERNET CONNECTION SERVICE, COMPUTER HARDWARE, COMPUTER SOFTWARE, AND OTHER EQUIPMENT AND SERVICES NEEDED TO ACCESS AND USE THE LICENSED SOFTWARE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE LICENSED SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF LICENSOR OR ITS PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, PARTNERS, AGENTS OR THIRD PARTY USERS, WHETHER MADE IN OR ON THE LICENSED SOFTWARE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE LICENSED SOFTWARE IS ENTIRELY AT YOUR OWN RISK.
6.4 Limitation of Liability. NEITHER LICENSOR NOR ANY OF ITS PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS OR PARTNERS, NOR LICENSOR’S DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, SHALL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS) ARISING OUT OF OR RELATING IN ANY WAY TO THE LICENSED SOFTWARE OR ANY DERIVATIVE WORK, OR ANY PRODUCT RESULTING FROM ITS USE, WHETHER IN AN ACTION BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR FINANCIAL LOSS DUE TO (a) THE FAILURE, QUALITY, PERFORMANCE OR USE OF THE LICENSED SOFTWARE; (b) ANY DAMAGE TO, OR DEGRADATION OR LOSS OF ANY DATA, INFORMATION OR ANY HARDWARE OR SOFTWARE OF YOURS OR YOUR VENDORS OR CUSTOMERS OR CONTRACTORS IN CONNECTION WITH THE LICENSED SOFTWARE, THIRD PARTY SOFTWARE AND/OR LICENSOR’S PERFORMANCE OF ANY SERVICES OR SUPPORT; (c) DAMAGES ARISING FROM ANY USE AND/OR DISTRIBUTION OF THE LICENSED SOFTWARE AND/OR PARTS THEREOF, WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, AND/OR ARISING BY REASON OF THE FACT THAT THE LICENSED SOFTWARE AND/OR ANY PARTS THEREOF ARE DEFECTIVE OR NON-CONFORMING AND/OR ARISING FROM THIS END USER LICENSE AGREEMENT; (d) ANY DAMAGE, COSTS OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS WHETHER FOR THE REPLACEMENT OR REPAIR OF PRODUCTS, INCLUDING LABOR, INSTALLATION OR OTHER COSTS INCURRED BY LICENSEE AND, IN PARTICULAR, ANY COSTS RELATED TO THE REMOVAL OR REPLACEMENT OF ANY PRODUCTS SOLDERED OR OTHERWISE PERMANENTLY AFFIXED TO ANY PRINTED CIRCUIT BOARD, EXCESS PROCUREMENT COSTS, OR REWORK CHARGES; AND (e) ANY MATTER BEYOND LICENSOR’S REASONABLE CONTROL. INFORMATION PROVIDED THROUGH THE LICENSED SOFTWARE MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND LICENSOR DOES NOT HAVE, NOR WILL LICENSOR HAVE ANY LIABILITY WITH RESPECT THERETO. LICENSOR MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE LICENSED SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE LICENSED SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT AND HOURS OF AVAILABILITY. LICENSOR’S AGGREGATE AND CUMULATIVE LIABILITY TO LICENSEE UNDER THIS END USER LICENSE AGREEMENT SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). THE LIMITATIONS SET FORTH IN THIS SECTION 6.4 SHALL APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6.5 Other. Without limiting the foregoing, Licensor shall have no obligations, responsibilities and/or liabilities if (a) any nonconformance or failure of, or error in, the Licensed Software is caused by (i) use of any attachment, feature, hardware, software or device in connection with the Licensed Software, (ii) transportation, neglect or misuse of the Licensed Software or any use of the Licensed Software that is not in accordance with this End User License Agreement and/or with any documentation provided for the Licensed Software, (iii) alteration, modification, or enhancement of the Licensed Software or such documentation by other than Licensor, or (iv) failure to provide a suitable installation or use environment for all or any part of the Licensed Software; or (b) your (i) use of the Licensed Software in a manner that violates the law or gives rise to third party liability or (ii) failure to obtain third party licenses, permissions, authorizations or consents required for your intended or actual use or implementation of the Licensed Software or any product resulting from such use or implementation.
6.6 Expiration or Lawful Termination Waiver. You shall not have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise made in connection with the business contemplated by this End User License Agreement, as a result of the expiration or permitted or lawful termination of this End User License Agreement. You waive and release Licensor from any claim to compensation or indemnity as a result of the termination of the license relationship set forth hereunder.
6.7 Bargained-for Limitations. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 6 ARE A BARGAINED FOR EXCHANGE AND A MATERIAL CONDITION AND PREMISE OF THIS END USER LICENSE AGREEMENT AND OF THE LICENSE TO THE LICENSED SOFTWARE.
7.1 Indemnification of Licensee. You hereby agree to indemnify, hold harmless, and defend Licensor, its parent, subsidiaries, affiliates, licensors, suppliers, advertisers, sponsors and partners, and its and their directors, officers, employees, consultants, agents and representatives, from and against any and all actions, disputes, proceedings, claims, damages, expenses, liabilities, losses and costs, including reasonable fees of attorneys and other professionals, arising out of or relating to third party claims resulting from: (i) any breach or alleged breach of this End User License Agreement by you or your employees, agents, consultants, or contractors; (ii) any claim against Licensor for personal injury or tangible property damage attributable to the willful misconduct or gross negligence of you or your agents, consultants, or contractors; (iii) the use, operation or combination of the Licensed Software with non-Licensor software, data, equipment or documentation if liability would have been avoided but for such use, operation, or combination; (iv) use of other than the then-current, unaltered version of the Licensed Software; (v) your activities after Licensor has notified you that Licensor believes such activities may result in infringement; (vi) your modifications to or markings on the Licensed Software; (vii) the use of any third party software; (viii) the use of any of your materials; or (ix) the use of your password or secure login for the Licensed Software by any third party, or the use by you of a third party’s password or secure login for the Licensed Software.
8. TERM AND TERMINATION
8.1 Term. Unless terminated earlier as provided for herein, this End User License Agreement shall commence on the Effective Date and shall continue in effect for as long as the Licensed Software is provided by Licensor and you utilize the Licensed Software properly pursuant to the terms herein.
8.2 Termination. In addition to the automatic termination of license set forth in Section 2.1 (License Grant), Licensor may automatically terminate this End User License Agreement or any license granted herein, in the event that you fail to comply with any of the terms and conditions contained herein. At its sole discretion, Licensor may, at the time of termination, publicly post a written notice of termination of this End User License Agreement for you on the website of Licensor, including disabling any account associated with the Licensed Software, if any, and/or sending a written notice of the termination. You may terminate this End User License Agreement by discontinuing use of all or any of the Licensed Software, by destroying all copies of the Licensed Software in your possession, custody or control, and by so notifying Licensor along with a certification of such destruction by an officer. You expressly grant Licensor the authority, but Licensor shall not have the obligation, to terminate this End User License Agreement at any time, for any reason, in its sole and absolute discretion.
8.3 Effect of Termination. Upon the expiration or termination of this End User License Agreement, all rights and licenses granted to you hereunder shall immediately terminate. Upon termination or expiration of this End User License Agreement, you shall, at your sole expense, return to Licensor (or destroy, at Licensor’s sole election) all Licensed Software (and all copies and extracts thereof) then in your possession or under your control. Upon termination Licensor may, but is not required to, block or prevent your use of the Licensed Software. Termination of this End User License Agreement shall not act as a waiver of any breach of this End User License Agreement and shall not act as a release of your liability for breach of your obligations under this End User License Agreement. Licensor shall not be liable to you or to any third party for damages of any kind solely as a result of terminating this End User License Agreement in accordance with its terms. Licensor’s termination of this End User License Agreement shall be without prejudice to any other right or remedy that it may have at law or in equity, and shall not relieve you of any breach occurring prior to the effective date of such termination.
8.4 Survival. The provisions of Sections 2.2 (“License Restrictions”), 3 (“Ownership; Relationship of Parties”), 6 (“Warranties; Disclaimer of Warranties; Limitation of Liability”), 7 (“Indemnification”), 8.3 (“Effect of Termination”), this section 8.4 (“Survival”), and 9 (“General Provisions”), shall survive the expiration or any termination of this End User License Agreement.
9. GENERAL PROVISIONS.
9.1 Assignment; No Transfer of Licensed Software. This End User License Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by you without the prior written consent of Licensor. Licensor may assign, license, delegate or otherwise transfer its rights or obligations hereunder to any third party without restriction. Subject to the preceding sentences, the rights and liabilities of the Parties hereto are binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section 9.1 shall be null and void.
9.2 Controlling Law. This End User License Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.
9.3 Forum. The Parties shall submit all disputes relating in any way to the Licensed Software or to this End User License Agreement to the personal and exclusive jurisdiction of the state and federal courts located within Santa Clara County, California. Notwithstanding any other statement in this Agreement, any action brought under Section 3.3 (Equitable Relief) may be brought in any court of competent jurisdiction. This End User License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
9.4 Attorneys’ Fees. In any legal action, including, without limitation, an action for injunctive relief, brought to enforce the terms of this End User License Agreement or to remedy the breach hereof, the prevailing Party in any final judgment, or the non-dismissing Party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs, fees and actual attorney fees paid or incurred in good faith in such action.
9.5 Waiver. The waiver by either Party of a breach of or a default under any provision of this End User License Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this End User License Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
9.6 Severability. If the application of any provision of this End User License Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this End User License Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the Parties and reformed without further action by the Parties to the extent necessary to make such provision valid and enforceable.
9.7 Relationship of the Parties. Nothing contained in this End User License Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the Parties. Neither Party, nor either Party’s agents, have any authority of any kind to bind the other Party in any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors.
9.8 Force Majeure. Neither Party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, terror, acts of a public enemy, error in the coding of electronic files, Internet or other network “brownouts” or failures, power failures, and acts of civil and military authorities.
9.9 Export Controls. You agree to abide by all applicable export and import laws, regulations and restrictions of the United States and its agencies or authorities in your use of the Licensed Software. The Licensed Software, or any part thereof, may not be downloaded, nor exported or re-exported (a) into any country for which the United States has a trade embargo, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
9.10 Captions and Section Headings. The captions and Section and paragraph headings used in this End User License Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this End User License Agreement.
9.11 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered by hand or by overnight courier, with proof of receipt required. All notices to Licensor shall be sent to President, Power Integrations, Inc., 5245 Hellyer Avenue, San Jose, California 95138 and all notices to you shall be sent to your current email address on file with Licensor. You agree to maintain an accurate and up to date email address with Licensor at all times during the Term.
9.12 Binding Agreement. This End User License Agreement shall inure to the benefit of and be binding upon the Parties hereto, and their respective successors and permitted assigns.
9.13 Complete Agreement; Amendment. This End User License Agreement constitutes the entire understanding between the Parties respecting use of the Licensed Software, superseding all prior agreements between you and Licensor. In the event of any conflict between the terms and conditions of this End User License Agreement and those in any other relevant agreement, if any, the terms and conditions of this End User License Agreement will control.