LICENSE

CYPRESS (AN INFINEON COMPANY) END USER LICENSE AGREEMENT
(With ModusToolbox and Friends Exception)

PLEASE READ THIS END USER LICENSE AGREEMENT ("Agreement") CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING, OR USING THIS SOFTWARE AND ACCOMPANYING DOCUMENTATION.  BY DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN AND DO NOT USE THE SOFTWARE.  IF YOU HAVE PURCHASED THIS LICENSE TO THE SOFTWARE, YOUR RIGHT TO RETURN THE SOFTWARE EXPIRES 30 DAYS AFTER YOUR PURCHASE AND APPLIES ONLY TO THE ORIGINAL PURCHASER.

1. Definitions.

     "Software" means this software and any accompanying documentation, including any upgrades, updates, bug fixes or modified versions provided to you by Cypress.
     
     "Source Code" means software in human-readable form.
     
     "Binary Code" means the software in binary code form such as object code or an executable.
     
     "Development Tools" means software that is intended to be installed on a personal computer and used to create programming code for Firmware, Drivers, or Host Applications.  Examples of Development Tools are Cypress's PSoC Creator software, Cypress's AIROC SDKs, and Cypress's ModusToolbox software.
     
     "Firmware" means software that executes on a Cypress hardware product.
     
     "Driver" means software that enables the use of a Cypress hardware product on a particular host operating system such as GNU/Linux, Windows, MacOS, Android, and iOS.
     
     "Host Application" means software that executes on a device other than a Cypress hardware product in order to program, control, or communicate with a Cypress hardware product.
     
     "inf File" means a hardware setup information file (.inf file) created by the Software to allow a Microsoft Windows operating system to install the driver for a Cypress hardware product.

2. License.  Subject to the terms and conditions of this Agreement, Cypress Semiconductor Corporation ("Cypress") and its suppliers grant to you a non-exclusive, non-transferable license under their copyright rights:

     a. to use the Development Tools in object code form solely for the purpose of creating Firmware, Drivers, Host Applications, and inf Files for Cypress hardware products; and
     
     b. (i) if provided in Source Code form, to copy, modify, and compile the Firmware Source Code to create Firmware for execution on a Cypress hardware product, and (ii) to distribute Firmware in binary code form only, only when installed onto a Cypress hardware product; and
     
     c. (i) if provided in Source Code form, to copy, modify, and compile the Driver Source Code to create one or more Drivers to enable the use of a Cypress hardware product on a particular host operating system, and (ii) to distribute the Driver, in binary code form only, only when installed on a device that includes the Cypress hardware product that the Driver is intended to enable; and
     
     d. (i) if provided in Source Code form, to copy, modify, and compile the Host Application Source Code to create one or more Host Applications to program, control, or communicate with a Cypress hardware product, and (ii) to distribute Host Applications, in binary code form only, only when installed on a device that includes a Cypress hardware product that the Host Application is intended to program, control, or communicate with; and
     
     e. to freely distribute any inf File.

Any distribution of Software permitted under this Agreement must be made pursuant to your standard end user license agreement used for your proprietary (closed source) software products, such end user license agreement to include, at a minimum, provisions limiting your licensors' liability and prohibiting reverse engineering of the Software, consistent with such provisions in this Agreement.

3. Free and Open Source Software.  Portions of the Software may be licensed under free and/or open source licenses such as the GNU General Public License or other licenses from third parties ("Third Party Software").  Third Party Software is subject to the applicable license agreement and not this Agreement.  If you are entitled to receive the source code from Cypress for any Third Party Software included with the Software, either the source code will  be included with the Software or you may obtain the source code at no charge from <https://www.infineon.com/cms/en/design-support/software/free-and-open-source-software-foss/>.  The applicable license terms will accompany each source code package.  To review the license terms applicable to any Third Party Software for which Cypress is not required to provide you with source code, please see the Software's installation directory on your computer.

4. Proprietary Rights; Ownership.  The Software, including all intellectual property rights therein, is and will remain the sole and exclusive property of Cypress or its suppliers.  Cypress retains ownership of the Source Code and any compiled version thereof.  Subject to Cypress' ownership of the underlying Software (including Source Code), you retain ownership of any modifications you make to the Source Code.  You agree not to remove any Cypress copyright or other notices from the Source Code and any modifications thereof.  You agree to keep the Source Code confidential.  Any reproduction, modification, translation, compilation, or representation of the Source Code except as permitted in Section 2 ("License") is prohibited without the express written permission of Cypress.  Except as otherwise expressly provided in this Agreement, you may not: (i) modify, adapt, or create derivative works based upon the Software; (ii) copy the Software; (iii) except and only to the extent explicitly permitted by applicable law despite this limitation, decompile, translate, reverse engineer, disassemble or otherwise reduce the Software to human-readable form; or (iv) use the Software or any sample code other than for the Purpose.  You hereby covenant that you will not assert any claim that the Software, or derivative works thereof created by or for Cypress, infringe any intellectual property right owned or controlled by you

5. No Support.  Cypress may, but is not required to, provide technical support for the Software.

6. Term and Termination.  This Agreement is effective until terminated, and either party may terminate this Agreement at any time with or without cause.  This Agreement and your license rights under this Agreement will terminate immediately without notice from Cypress if you fail to comply with any provision of this Agreement.  Upon termination, you must destroy all copies of Software in your possession or control.  The following paragraphs shall survive any termination of this Agreement: "Free and Open Source Software," "Proprietary Rights; Ownership," "Compliance With Law," "Disclaimer," "Limitation of Liability," and "General."

7. Compliance With Law.  Each party agrees to comply with all applicable laws, rules and regulations in connection with its activities under this Agreement.  Without limiting the foregoing, the Software may be subject to export control laws and regulations of the United States and other countries.  You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import the Software.

8. Disclaimer.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYPRESS MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Cypress reserves the right to make changes to the Software without notice. Cypress does not assume any liability arising out of the application or use of Software or any product or circuit described in the Software.  It is the responsibility of the user of the Software to properly design, program, and test the functionality and safety of any application made of the Software and any resulting product.  Cypress does not authorize its Software or products for use in any products where a malfunction or failure of the Software or Cypress product may reasonably be expected to result in significant property damage, injury or death ("High Risk Product").  If you include any Software or Cypress product in a High Risk Product, you assume all risk of such use and agree to indemnify Cypress and its suppliers against all liability.  No computing device can be absolutely secure.  Therefore, despite security measures implemented in Cypress hardware or software products, Cypress does not assume any liability arising out of any security breach, such as unauthorized access to or use of a Cypress product.

9. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CYPRESS OR ITS SUPPLIERS, RESELLERS, OR DISTRIBUTORS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF CYPRESS OR ITS SUPPLIERS, RESELLERS, OR DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL CYPRESS' OR ITS SUPPLIERS', RESELLERS', OR DISTRIBUTORS' TOTAL LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF US$500 OR THE PRICE PAID BY YOU FOR THE SOFTWARE.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.  BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR PORTIONS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. Restricted Rights.  The Software is commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1).  If the Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software shall be only those set forth in this Agreement.

11. Personal Information.  You agree that information you provide through your registration on Cypress IoT Community Forum or other Cypress websites, including contact information or other personal information, may be collected and used by Cypress consistent with its Data Privacy Policy (https://www.infineon.com/cms/en/about-infineon/privacy-policy/), as updated or revised from time to time, and may be provided to its third party sales representatives, distributors and other entities conducting sales activities for Cypress for sales-related and other business purposes.

12. General.  This Agreement will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign or transfer this Agreement, in whole or in part, without Cypress' written consent.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law.  The parties consent to personal and exclusive jurisdiction of and venue in, the state and federal courts within Santa Clara County, California; provided however, that nothing in this Agreement will limit Cypress' right to bring legal action in any venue in order to protect or enforce its intellectual property rights.  No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.  If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.  This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.  Any notice to Cypress will be deemed effective when actually received and must be sent to Cypress Semiconductor Corporation, ATTN: Chief Legal Officer, 198 Champion Court, San Jose, CA 95134 USA.

Note:  ModusToolbox and Friends Exception

As a special exception to this EULA, participants in the ModusToolbox and Friends Program (and their direct and indirect downstream customers) shall be granted the license rights whereby Sections 2(b), 2(c) and 2(d) above will be deleted and replaced with the following:   

     b. (i) if provided in Source Code form, to copy, modify, and compile the Firmware Source Code to create Firmware for execution on a Cypress hardware product, and (ii) to distribute Firmware in source or binary code form, only when installed onto, or to be used in connection with, a Cypress hardware product; and
     
     c. (i) if provided in Source Code form, to copy, modify, and compile the Driver Source Code to create one or more Drivers to enable the use of a Cypress hardware product on a particular host operating system, and (ii) to distribute the Driver, in binary source or code form, only when installed on, or to be used in connection with, a device that includes the Cypress hardware product that the Driver is intended to enable; and
     
     d. (i) if provided in Source Code form, to copy, modify, and compile the Host Application Source Code to create one or more Host Applications to program, control, or communicate with a Cypress hardware product, and (ii) to distribute Host Applications, in source or binary code form, only when installed on, or to be used by, a device that includes a Cypress hardware product that the Host Application is intended to program, control, or communicate with; and