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Software License Agreement

IMPORTANT: PLEASE READ CAREFULLY THE FOLLOWING ALIF SEMICONDUCTOR SINGAPORE PTE. LTD. (“ALIF”) SOFTWARE LICENSE AGREEMENT (“AGREEMENT”). BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE¬† USING THIS SOFTWARE PACKAGE OR ANY PART THEREFORE (AND THE RELATED DOCUMENTATION) FROM ALIF SEMICONDUCTOR, YOU AGREE ON BEHALF OF YOURSELF OR ON BEHALF OF ANY ENTITY BY WHICH YOU ARE EMPLOYED TO BE BOUND BY THIS AGREEMENT.

Under Alif Semiconductors’ intellectual property rights and subject to applicable licensing terms for any third-party software incorporated in this software package and applicable Open Source Terms (as defined here below), You may use and redistribute the Software, in source and binary forms, with or without modification, provided that the following conditions are met:

  1. Redistributions in source form (including any additions or modifications to or derivative works of the Software) must retain Alif’s copyright notice and all other copyright notices, this list of conditions and the disclaimers and terms.
  2. Redistributions in binary form, except as embedded into microcontroller or microprocessor device manufactured by or for Alif Semiconductor, or a software update for such device, must reproduce Alif’s copyright notice, this list of conditions and the following disclaimers and terms in the Software and in the documentation and any other materials provided with the distribution.
  3. Neither the name of Alif nor the names of its suppliers may be used to endorse or promote products derived from this Software without specific prior written permission.
  4. The Software (including any additions or modifications to or derivative works of the Software) may only be used with and executed on Alif Semiconductors microcontroller, integrated circuits and SOC products.
  5. Any use, reproduction, or redistribution of the Software (including any derivative works thereof) may not be done in a manner or way that would subject the Software to any “copyleft” license or other similar licensing or distribution model, including any which would require the Software be licensed under any such license. “Copyleft” license includes the GNU General Public License, the GNU Library General Public License, the GNU Lesser General Public License, the Affero General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License, and any Creative Commons “sharealike” license.
  6. You shall comply with all laws and regulations applicable to your use, transfer, import or export of the Software (including any derivative works thereof), including any applicable export control law or regulation.

Alif and its suppliers own all right, title and interest in and to the Software, including all copies thereof. Except as provided in the preceding section, Alif grants no licenses or other rights by implication, estoppel or otherwise to, any patent, copyright, trademark, trade name, service mark or other intellectual property licenses or rights of Alif. All rights not expressly granted by Alif are hereby reserved. There are no implied rights.

This Agreement will automatically terminate if you fail to comply with any terms or conditions of this Agreement, including any of the above conditions. Your license to use the Software immediately terminates if you breach this
Agreement.

Alif may make changes to the Software, at any time without notice. Alif has no obligation to update, support, or provide training for the Software.

The Software may contain open source software, third party software, or other Alif software, including any that may be identified in the Software itself or in the files (if any) accompanying the Software as licensed separately under the terms of another license or agreement (collectively, the “Other Software”). The Other Software is not licensed under this Agreement. Rather, it is licensed to you under the terms of the applicable open source licenses, third party license or other Alif license agreements (the “Other Software Terms”), including any that may accompany the Software. Copyrights to the Other Software are held by copyright holders indicated in the Other Software Terms. To the extent required by the Other Software Terms, Alif will make such open source software available upon written request to Alif.

ALIF PROVIDES THE SOFTWARE “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALIF DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. The Software is not intended for use in nuclear power, military, emergency, or medical settings or applications or any life safety, critical purpose, or other systems or applications where the use or failure of the Software may lead to death, bodily injury, damage to person or property or environmental damage. You agree that you are fully responsible for any claims, costs, damages, expenses, and attorneys’ fees arising out of any such use, even if any claim alleges that Alif was negligent regarding the design or manufacture of the Software.

IN NO EVENT SHALL ALIF OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY COST OF COVER, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER SOUNDING IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF ALIF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

If you provide Alif with any feedback, suggestions, comments, modifications, corrections, enhancements or other input relating to the Software (“Feedback”), Alif will be free to use, disclose, reproduce, license, distribute and otherwise exploit the Feedback in its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations. Alif has no obligation to use any Feedback.

The laws of the State of California and the United States govern all matters arising out of this Agreement, excluding their conflicts of laws principles. All disputes will be brought exclusively in the state or federal courts in the Northern District of California, except Alif may bring an action, suit or proceeding anywhere as needed to protect its technology and intellectual property rights. Each party agrees that it submits to the personal jurisdiction and venue of the state or federal courts in the Northern District of California and waives any objections. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from Software to this Agreement.

If any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor. This Agreement sets forth the entire understanding and agreement between you and Alif, supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by both parties that identifies itself as an amendment to this Agreement.

Rev. 10/2022

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