ASTRA EMBEDDED SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT –
April 4, 2024 Ver 1.0
IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING THE SOFTWARE.
You acknowledge that you have read this Agreement, understand it, and have the authority for yourself and on behalf of your company to bind your company to these terms.
This Astra™ Embedded Software Development Kit License Agreement (“Agreement”) contains the terms between your employer, of which you are an authorized representative, or if you have no employer, you as an individual (“you” or “Company”). This Agreement under which Company is obtaining a license to use the Astra Software Development Tools in binary and/or source code form and applicable open source software for use on devices with Synaptics Astra branded products. By accessing, using, downloading, building or installing the Software Development Tools you accept these terms. If the Company is an educational institution, the term “use” includes facilitating academic research, instructional purposes, and other educational uses consistent with the institution’s mission. If you do not accept the terms of this Agreement, do not access, use, download, build or install the Software Development Tools.
1. DEFINITIONS
“Astra Machina Development Kit” is the Synaptics Astra Machina development kit.
“Documentation” means any and all written and electronic documentation, including manuals, reference materials, and other materials made available to Company relating to the Software Development Kit.
“Purpose” means the use of the Astra Software Development Tools and Astra Machina Development Kit to design, develop, evaluate, test, and demonstrate Company hardware and/or software applications in devices that operate with a Synaptics Astra branded integrated circuit.
“Software Development Tools” means the Astra software development tools and software provided in binary and/or source form.
2. LICENSE
2.1 Standard License.
When Company accesses, uses, downloads, builds or installs the Software Development Tools, Company will have (i) a nonexclusive, non-transferable, internal use only, license to use the Software Development Tools for the Purpose and in conjunction with the Astra Machina Development Kit and (ii) a non-exclusive, non-transferable, internal use only, license to the Documentation solely with the Software Development Tools and the Astra Machina Development Kit. Except as provided herein, nothing in this Agreement provides Company any other license or rights whatsoever under any Synaptics or its affiliates intellectual property rights.
2.2. Third Party Licenses.
Company acknowledges that the Software Development Tools includes third-party libraries, components, or software, which may be governed by their own license terms. Unless specifically provided otherwise, third party software is subject to the terms of this Agreement regarding use, modification, reverse engineering, and other restrictions.
3. LICENSE LIMITATIONS AND RESTRICTIONS
3.1 Company’s right to use the Software Development Tools is contingent upon Company continuing compliance with the terms of this Agreement, including the restrictions set forth herein.
3.2 Company may not copy or use the Software Development Tools or Documentation in any manner that is not expressly allowed by the license rights stated above. Company may not distribute, publish, rent, lease or lend any copy of the Software Development Tools or Documentation on any medium for any purpose or allow anyone other than Company to have access to or use the Software Development Tools.
3.3 Company may not work around or gain access to any restricted or inactivated features or other technical limitations in the Software Development Tools, decompile, reverse engineer, or otherwise attempt to derive the source code for the Software Development Tools or any underlying algorithms or other ideas embodied in the Software Development Tools.
3.4 Company may not use the Software Development Tools or its output to create, modify, or simulate designs or patterns for third parties or to develop or enhance any product except on a Synaptics product.
3.5 Company may not modify, enhance or create a derivative work of any part of the Software Development Tools or Documentation (except in the case of any open source software whereby the applicable open source license terms shall apply).
3.6 Company may not use the Software Development Tools in the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss, including in medical devices, life support systems, emergency alert systems, aircraft navigation or communication systems, air traffic control and nuclear facilities.
4. OPEN SOURCE SOFTWARE
Open source software included in the Software Development Tools is not licensed under the terms of this Agreement, but is instead licensed under the terms of the applicable open source license(s), such as, for example, the BSD License, Apache License or the GNU Lesser General Public License. Company’s use of the open source software is subject to the terms of each applicable open source license. You must agree to the terms of each applicable license, or you cannot use the open source software.
5. INTELLECTUAL PROPERTY RIGHTS
Synaptics owns certain intellectual property rights in the Software Development Tools and Documentation. The only rights granted to Company by Synaptics in the Software Development Tools and Documentation are the rights expressly granted in this Agreement; all other rights are reserved by Synaptics.
6. FEEDBACK
Synaptics encourages voluntary feedback from Company regarding the Software Development Tools, including related open source software. If Company provides any ideas, suggestions, or input to Synaptics regarding the Software Development Tools or Astra Machina Development Kit (“Feedback”), Synaptics is free to use and incorporate such Feedback into Synaptics products without payment of royalties or other consideration to Company. Feedback is under no obligation of confidentiality, express or implied.
7. SUPPORT
Company agrees that Synaptics is under no obligation to provide (i) maintenance, technical, or other support, or (ii) improvements, error corrections, bug fixes, updates, upgrades, and revisions (“Updates”). Synaptics may provide any form of Updates as they become generally available at its sole discretion and option and such Updates shall be licensed to Company as Software Development Tools.
8. RESPONSIBLE SECURITY DISCLOSURE
If the Company discovers a potential security vulnerability within the Software Development Tool, including in any open source software, Synaptics encourages responsible disclosure. Company should confidentially report the vulnerability to Synaptics through designated communication channels provided by Synaptics for this purpose. Synaptics commits to promptly investigate any reported security vulnerabilities and to work diligently to resolve verified vulnerabilities. Synaptics agrees to treat any security vulnerability feedback with confidentiality until such time as an appropriate fix has been developed and made available to the public to ensure that the security of users is not compromised.
9. WARRANTY
Company acknowledges that AI generated ideas, code, materials or content (“AI Content”) is produced by machine learning models and algorithms without Synaptics involvement. Company assumes full responsibility for the use and application AI Content in Company’s products. The Software Development Tools are licensed “AS IS” and Synaptics makes no warranties, express, implied, statutory, or otherwise, regarding the Software Development Tools, AI Content, or Documentation. Company acknowledges and agrees that any use, integration or combination using the Software Development Tools with Company’s products, or any other use of the Software Development Tools or AI Content is solely at Company’s OWN RISK. Synaptics disclaims all liability of any kind in connection with the Software Development Tools, AI Content, and Documentation, and specifically disclaims any implied warranties of noninfringement, title, merchantability, or fitness for a particular purpose, or arising from a course of dealing or usage of trade.
10. TERM AND TERMINATION
The term of this Agreement will begin on the date of accessing, using, downloading, building or installing the Software Development Tools. The Agreement will automatically terminate without notice if you fail to comply with the Agreement terms or if you commence or participate in legal proceedings against Synaptics with respect to the Software Development Tools. Upon termination you must stop use of the Software Development Tool and destroy all copies of the Software Development Tool. You may at any time terminate the Agreement by stopping use of the Software Development Tool and destroying all copies of the Software Development Tool. Any prior distributions according to the Agreement are not affected by termination. All provisions will survive termination, except the licenses granted in this Agreement.
11. EXPORT COMPLIANCE
The parties each represent that with respect to their performance hereunder each will comply with all applicable federal, state and local laws, including export and import laws and regulations. Software Development Tools, Documentation and other technical information may be subject to U.S. Export Control Laws and Regulations. Company shall not export, directly or indirectly, any technical data acquired from Synaptics pursuant to this Agreement or any product utilizing any such data to any country for which any relevant governmental agency at the time of export requires an export license or other government approval without first obtaining such license or approval.
12. GOVERNMENT USE
If the Software Development Tools are being licensed by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier) (collectively the “Government”), then the Government’s rights in the Software Development Tools and Documentation will be only as set forth in this Agreement; this includes the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software Development Tools and Documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software Development Tools are commercial computer software and the Documentation is commercial computer software documentation. Use of the Software Development Tools by the Government is further restricted according to the terms of this Agreement.
13. LIMITATION OF LIABILITY
Synaptics’ total, cumulative liability to Company relating to this Agreement is limited to the amount of fees Company paid Synaptics for the Software Development Tools, if any (regardless of the nature of the liability or the nature or number of claims giving rise to the liability). Synaptics will not, under any circumstances or any theory of liability, be liable to Company for any lost profits, loss of data or of uSE, or consequential, incidental, or special damages arising from this Agreement or the software and services provided to Company under this Agreement. These limitations of liability are intended to apply even if an exclusive remedy is found to have failed its essential purpose.
14. GOVERNING LAW
This Agreement is governed by the laws of the State of California, USA without regard to conflicts of laws principles. The federal and state courts located in Santa Clara County, California have exclusive jurisdiction over any disputes arising from or relating to this Agreement, and each party consents to such jurisdiction and venue. Any notice, approval, consent, or other communication intended to have legal effect under this Agreement must be sent to Synaptics Incorporated, Attn: General Counsel, 1109 McKay Drive, San Jose, California 95131 U.S.A and shall be deemed effective when received.
15. ASSIGNMENT
Company may not transfer, sublicense or assign its license rights to any other person in any manner (by assignment, operation of law or otherwise), without Synaptics written consent. Any attempt to transfer or assign any of Company’s license rights will be null and void.
16. NO WAIVER
Either party’s failure to enforce any provision of this Agreement will not be deemed a waiver of the future enforcement of that provision or enforcement of any other provision. In order to be binding, a waiver must be in writing and signed by the party giving the waiver.
17. SEVERABILITY
If any provision in this Agreement is found to be invalid or unenforceable as written, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision is to be construed (and, if necessary, modified) so that it is valid and enforceable to the greatest extent possible.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties concerning its subject matter, and supersede any prior or contemporaneous agreements, communications, or understandings (whether written or oral). Any terms and conditions in any purchase order or otherwise different from, or in addition to, these terms and conditions shall have no force or effect, and no course of dealing, usage of trade, or course of performance shall be relevant to explain or modify any terms of this Agreement. Synaptics rejects any additional or different terms.
_____________________________