SoftIntegration Embedded Ch for ARM End-User License Agreement

SoftIntegration Embedded Ch SDK End-User License Agreement for ARM Architecture and Raspberry Pi

The undersigned ("You," "Licensee" or "End User") and SoftIntegration, Inc. ("SoftIntegration") regarding the Embedded Ch SDK version 8.0 in both binary and source code form and related user documentation ("Licensed Software") agree as follows:

Legel Agreement. This is a legal agreement between You (the End User, either an individual or an entity) and SoftIntegration. This Agreement has 3 parts. Part I applies if you have not purchased a license to the Licensed Software for commercial use. Part II applies if you have purchased a license to the Licensed Software for commerical user. Part III applies if you the Licensed Software for personal and educational purpose. Part IV applies to all license grants. If you initially acquired a copy of the Licensed Software without purchasing a license for commericial user and you wish to purchase a license, contact SoftIntegration at http://www.softintegration.com or its resellers.

By installing this Licensed Software, You indicate Your acceptance of this Agreement. If You do not agree to all of the terms of this Agreement, do not install the software or promptly return the Licensed Software and all related materials to SoftIntegration at the address written below for a refund of the paid license fee. If You are accessing the Licensed Software electronically, indicate Your acceptance of these terms by selecting the "Yes" in response to the question "Do You accept all the terms of the preceding License Agreement?" during the installation. If You do not agree all of these terms, select "No" in response to the same question.

Part I -- Terms Applicable When License Fees Not (yet) Paid (Limited to Evaluation Use) for Commercial Use.

Grant. SoftIntegration grants you a non-exclusive license to use the Software free of charge if your use of the Licensed Software is for the purpose of evaluating whether to purchase an ongoing license to the Licensed Software. The evaluation period for use is limited to 30 days.

Part II -- Terms Applicable When License Fees Paid for Commercial Use

Grant. Subject to payment of applicable license fees, SoftIntegration grants to you a non-exclusive license to use the Licensed Software in the manner described in Part IV.

Limited Warranty. Licensee recognizes that SoftIntegration and its suppliers make no warranty of any kind with respect to the Licensed Software. The sole obligation of SoftIntegration or its suppliers with respect to the Licensed Software shall be, in SoftIntegration's discretion, (a) to replace free of charge any defective recording media or (b) to refund the license fees paid for the affected media, provided that the media is returned to SoftIntegration by Licensee within 30 days after the date of this License Agreement. The preceding obligation of SoftIntegration does not cover damage or defects caused by or related to improper installation or configuration, misuse, accident, negligence or misapplication. SoftIntegration does not warrant that the software is error-free or will operate without interruption. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY SOFTINTEGRATION.

Part III -- Terms Applicable for use the Licensed Sodtware for Personal and Educational Purspose Grant. Subject to the terms and conditions of this Agreement, SoftIntegration grants You (Licensee) the right, as an End User, to install and use the SoftIntegration Embedded Ch version 8.0 in both binary and source code form and related user documentation ("Licensed Software") identified in this Agreement solely for personal and educational purpose. The Licensed Software includes all other computer software and documentation delivered to Licensee pursuant to this License Agreement or SoftIntegration software support. The Licensee is authorized to maintain one archival copy of the Licensed Software on storage media.

Limited Right to Use and Prohibited Uses. Licensee's use of the Licensed Software is conditioned upon compliance with all terms and conditions of this Agreement. All uses of the Licensed Software not specifically stated in the Grant of License section of this Agreement are prohibited, including, without limitation: a. directly or indirectly using the Licensed Software for commercial purposes; b. using the Software for any illegal purpose or to create malicious programs, including but not limited to creating computer viruses and malware; c. using a password, activation key, or other means of accessing the Licensed Software other than as specifically authorized by SoftIntegration;

Part IV -- Terms Applicable to All License Grants

1. Grant of License. Subject to the terms and conditions of this Agreement, SoftIntegration grants You (Licensee) the right, as an End User, to install and use the Licensed Software on machines residing on Licensee's premises at the address identified in this Agreement. The Licensed Software includes all other computer software and documentation delivered to Licensee pursuant to this License Agreement or SoftIntegration software support. Each copy may be installed in a single PC, workstation or server accessed by multiple users at the same time. The Licensed Software shall not be exported to different computers by file sharing. Licensee agrees not to make simultaneous use of the Licensed Software on multiple computing machines without payment of the applicable license fees.

2. No Modification of Licensed Software. Licensee shall not modify, reverse engineer, decompile, disassemble or translate the Licensed Software or related documentation, or apply any other procedure or technology to the Licensed Software so as to determine the source listings for the Licensed Software.

3. No Assignment, Transfer or Disclosure. Licensee shall not transfer, disclose, disseminate, provide or otherwise make available all or any part of the Licensed Software or documentation to a third party without the prior written consent of SoftIntegration. Licensee shall not disclose the results of any benchmark tests of the Licensed Software to any third party without SoftIntegration's prior written approval. Neither the Licensed Software nor this Agreement may be assigned or otherwise transferred by Licensee.

4. No Right to Sublicense. Licensee shall not distribute, rent, sell, lease or sublicense all or part of the Licensed Software or documentation to any person. Licensee agrees it will not use or grant any right to use the Licensed Software or any portion thereof except as authorized herein, and that it will not make or have made, or permit to be made, any copies of the Licensed Software, other than a single copy of the Licensed Software for archival purposes only. Any such archival copy shall contain the same proprietary notices or legends which are applicable to such portions thereof.

5. Copies for Distribution. Licensee shall not use the Licensed Software to produce any program/product which competes in any way with any SoftIntegration's product. (a) The Licensed Software may be used only for, and on behalf of Licensee to form an integral component of the separately specified Licensee's product (hereafter called "Combined Software") by compiling and linking with the Licensed Software, and including Redistributables (located in the directory CHHOME/toolkit/embedch where CHHOME is the Ch home directory of the Licensed Software). The Combined Software shall have only one (1) binary executable that is linked with the library in the Licensed Software. (b) Subject to the terms and conditions herein, Licensee may distribute to third parties up to the authorized maximum number of copies of the Combined Software. In the event that Licensee publicizes the use of the Licensed Software, Licensee shall describe the Licensed Software in terms which are not in conflict with SoftIntegration's standard marketing literature. In addition, Licensee agrees to include the following language in the copyright section and in other suitable place such as the "About" box of the product: "Contains Ch(R), an embeddable C/C++ interpreter developed by SoftIntegration, Inc., http://www.softintegration.com. All Rights Reserved." (c) Licensee shall not grant to third parities the right to modify, reproduce, distribute, or sub-license the Licensed Software except as provided herein. Licensee shall license its Combined Software under conditions that protect SoftIntegration's proprietary rights and that do not materially change the limited warranty and remedy provisions of this agreement. SoftIntegration and its agents shall have the right, during normal business hours and upon reasonable notice to Licensee, to inspect, audit, and copy any and all Licensee's licenses for its Combined Software and Licensee's books, records, and reports related to licenses Licensee has granted for the Combined Software. Licensee shall by letter, report to SoftIntegration the number of binary copies of the Combined Software distributed under the terms of this agreement, at three (3) month interval beginning with the distribution of the first unit.

6. Limited Warranty. Licensee recognizes that SoftIntegration and its suppliers make no warranty of any kind with respect to the Licensed Software. The sole obligation of SoftIntegration or its suppliers with respect to the Licensed Software shall be, in SoftIntegration's discretion, (a) to replace free of charge any defective recording media or (b) to refund the license fees paid for the affected media, provided that the media is returned to SoftIntegration by Licensee within 30 days after the date of this License Agreement. The preceding obligation of SoftIntegration does not cover damage or defects caused by or related to improper installation or configuration, misuse, accident, negligence or misapplication. SoftIntegration does not warrant that the software is error-free or will operate without interruption.

THE FOREGOING IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE LICENSED SOFTWARE OR ANY MEDIA OR HARDWARE USED TO DELIVER OR TRANSMIT THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSEE FURTHER AGREES SOFTINTEGRATION AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS, OR FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER PARTY. IN NO EVENT SHALL SOFTINTEGRATION OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE LICENSED SOFTWARE), EVEN IF SOFTINTEGRATION HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.

7. Subscription. SoftIntegration will provide limited support and maintenance of the Licensed Software. Maintenance and support including updates and revisions for this license shall be provided at no additional charge during the period ending one year (365 days) from the license date. At the end of one year period, the maintenance and support services are subject to annual subscription renewal, with a fee which shall be equal to the then current license fee for the applicable distribution license. In no case will the subscription fee be increased by more than 20% over the previous year's subscription fee. Upon the expiration of this subscription service period, the licensee hereby agrees to either: 1) renew subscription license or 2) cease the user of the software. If Licensee cancels the subscription either by non-payment or by notification to SoftIntegration, and if Licensee should subsequently seek subscription, Licensee is hereby notified that such services and software will not be available to Licensee without a new license agreement set to the pricing in effect at that time for new licenses.

8. High-Risk Activities. The Licensed Software is not fault tolerant and is not designed, manufactured or intended for use in hazardous environments requiring fail-safe performance (including, without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons system), in which the failure of the Licensed Software could lead directly or indirectly to death, personal injury, or severe physical or environment damage. SoftIntegration and its suppliers specifically disclaim any express or implied warranty of fitness for any high-risk uses specified above.

9. Ownership. Licensee agrees it has no rights with respect to the Licensed Software other than those rights granted by this Agreement. SoftIntegration has retained and will retain all ownership rights to the Licensed Software and documentation, including all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential and proprietary information relating thereto.

10. Termination. This Agreement shall remain in effect for a period of not more than twenty (20) years from the date of this License Agreement, or until otherwise terminated as provided herein. SoftIntegration may immediately terminate this License Agreement upon written notice to Licensee in the event Licensee fails to observe the terms and conditions set forth herein. Since such unauthorized use or transfer of the Licensed Software will substantially diminish the value of the Licensed Software to SoftIntegration, SoftIntegration will be entitled to equitable relief as well as money damages. If SoftIntegration discontinues the business operations relevant to this agreement, Licensee shall retain all rights granted herein in perpetuity.

11. Return of Licensed Software Upon Termination. In the event this License Agreement is terminated, Licensee agrees to return to SoftIntegration the Licensed Software and to provide SoftIntegration with a signed and dated written certification that Licensee has destroyed all of its copies of the Licensed Software. Such return and notice must be received by SoftIntegration within fifteen (15) days following notice of termination.

12. Relationship of Parties. The relationship between SoftIntegration and Licensee is that of Licensor and Licensee. This agreement shall not be construed to create a relationship of partners, brokers, employees, servants or agents between SoftIntegration and Licensee. If either party makes any suggestion to the other party regarding new features, functionality or performance that such other party adopts for its products, such new features, functionality or performance shall become the sole and exclusive property of the adopting party, free from any restriction imposed upon such party by the other party.

13. Export Regulations. Licensee acknowledges that the Licensed Software is subject to United States export control laws and regulations. Licensee agrees that it will not export the Licensed Software to any country or end-user that is subject to United States export restrictions, or imported into any country except as permitted by the laws and regulations of the applicable country.

14. Attorneys' Fees. If SoftIntegration is required to engage in any suit or proceedings, legal or otherwise, including arbitration, to enforce its rights under this Agreement, SoftIntegration shall be entitled to recover from Licensee, in addition to any other sums due, the reasonable attorneys' fees, costs, and necessary disbursements involved in said suit or proceedings. In addition, Licensee shall pay SoftIntegration its reasonable attorneys' fees and costs incurred in enforcing any judgment, order or decree issued by a court, arbitrator or other authority in such proceedings, or in collecting any monetary award made to SoftIntegration in such proceedings.

15. No Modification or Waiver. This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties hereto. SoftIntegration shall be deemed not to have assented to any variations in the terms of this Agreement or to different terms unless such assent is express, includes an express waiver of the applicable terms of this Agreement, and is in writing and signed. Moreover, any waiver is only for the particular matter specified therein, and shall not affect or impair the right of SoftIntegration to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition.

16. Compliance with Laws. Use, duplication or disclosure of the programs and documentation by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) at DOD Supplement to the Federal Acquisition Regulations ("DFAR") or subparagraphs (c)(1) and (2) of Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19.

17. Governing Law; Venue The rights and obligations of the parties and the interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws rules. The exclusive venue of any action arising out of this Agreement shall be the State or federal courts located in Sacramento, California. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

18. Contact. Should you have any questions concerning this Agreement, or if you desire to contact SoftIntegration for any reason, please write: SoftIntegration, Inc., 216 F Street, #68, Davis, CA 95616, USA; www.softintegration.com.

SoftIntegration Embedded Ch SDK EULA, (Revision 170212)