STK-101EA8 License Agreement

In order to use the STK-101EA8, it is necessary that you agree to STK-101EA8 license agreement.
User Agreement

The user (hereafter referred to as the "Licensee") and Nuvoton Technology Corporation Japan (hereafter referred to as the "Licensor") do hereby agree to the following terms and conditions concerning the 101EFA8D Starter Kit(STK-101EA8), the computer programs and the manuals, all of which are provided together with this User Agreement (hereafter referred to as the "Agreement").

Article 1		Definitions
The terms used in the Agreement are defined as follows.
(1)	The term "Deliverables" refers to the STK-101EA8, the computer programs relating to the STK-101EA8 and the manuals of the computer program, all of which are provided to Licensee by the Licensor with this Agreement. The Deliverables may be updated from time to time at Licensorfs sole discretion.
(2)	The term "Purpose" refers to the non-commercial use of the Deliverables solely for purposes of internal evaluation of the Deliverables in order to explore and pursue the possibility to use the Deliverables in the Licensee's product.
(3)	The term "Use" (both in noun and verb) refers to the running of the Deliverables for the Purpose on the Licensee's computer or the apparatus made by Licensee.
(4)	The term "Confidential Information" refers to all information relating to the Deliverables which is disclosed by Licensor to Licensee in written or other tangible form, except for information public available.

Article 2		License Grant
(1)	The Licensor grants the Licensee the license to Use this Deliverables on a non-exclusive basis (hereinafter referred to as the "License").  The License shall become effective from the day when Licensee receives the Deliverables from Licensor.
(2)	The Licensee shall pay a license fee 
(3)	The Licensee shall not Use the Deliverables other than for the Purpose set forth in this the Agreement..
(4)	The Licensee may disclose the Deliverables only to its employees who have a need to know in order to solely accomplish the Purposes set forth in this the Agreement.
(5)	The Licensee shall not reverse engineer, decompile or disassemble the Deliverables.

Article 3		Intellectual Property Rights
Any and all of the intellectual property rights, including but not limited to, patent rights, copyrights and/or trade secrets, in or to this Software shall be owned by the Licensor. Nothing contained in this Agreement shall constitute the transfer of the intellectual property rights, in whole or in part, to the Licensee.

Article 4		Copyright Notice
The Licensee shall not remove or obscure the copyright identifications that appear on the Software.

Article 5		No Warranty
LICENSOR IS PROVIDING THE DELIVERABLES TO LICENSEE gAS IS.h  LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ABOUT THE DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND LICENSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. 

Article 6		Limitation of Liability
LICENSOR IS NOT LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT (WHETHER OR NOT LICENSOR WAS SPECIFICALLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), OR ANY EXEMPLARY OR PUNITIVE DAMAGES.

Article 7		Confidentiality
Any and all the Confidential Information shall be treated by Licensee in strict confidence. Licensee may disclose the Confidential Information only to its own officers, directors and employees who have a need to know the Confidential Information for the Purpose of this Agreement. Licensee shall not disclose such Confidential Information and to any third party without prior written consent of Licensor. Licensee shall use any and all Confidential Information only for the Purpose of this Agreement. 

Article 8		Export Control
Licensee further covenants that no Deliverables will be used, directly or indirectly, for the purpose of developing or manufacturing of weapons including but not limited to, missiles, nuclear weapons, chemical or biological weapons, and other military-related purpose, unless otherwise regulated by any applicable law.

Article 9		Term and Termination
(1)	This Agreement shall become effective upon the Licensee's receipt of this Deliverables, and shall remain in force unless terminated in accordance with the Article 9.  The Licensee may terminate this Agreement at any time by notifying the Licensor in writing of its intention to terminate this Agreement.  In the event that the Licensee fails to comply with any of the terms and conditions of this Agreement, the Licensor shall have the right to terminate this Agreement at any time.
(2)	In the event that the Agreement terminated in accordance with the subsection 1 of this Article 9 above, the licenses and all other rights granted hereunder to the Licensee shall immediately cease and the Licensee shall return the Deliverables.
(3)	In no event shall any amount paid by the Licensee to the Licensor in relation to or in connection with the Agreement be reimbursed to the Licensee.

Article 10	Survival Clause
Confidentiality Obligations set forth in Article 7 shall remain in force even after the termination of this Agreement.

Article 11	Governing laws
This Agreement shall be governed by, and construed in accordance with, the laws of Japan, without regard to conflicts of law rules. All disputes, controversies, claims or differences which may arise between the Licensor and Licensee, out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be determined exclusively by courts having jurisdiction over the place where the business office of the Licensor is situated.

Article 12	Good Faith Discussion
The Licensee and the Licensor agree to cooperate and discuss in good faith to resolve any issues arising out of or in connection with the interpretation of this Agreement.
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