Please indicate Your acceptance of this agreement by selecting “Accept” or indicate Your rejection of this contract by selecting “Decline” as indicated below in the media,

AND/OR

BY DOWNLOADING, COPYING, INSTALLING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION), YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS SLA, DO NOT DOWNLOAD, COPY, INSTALL, ACCESS OR OTHERWISE USE THIS SOFTWARE PACKAGE.

1.     DEFINITIONS

Licensed Software: means this software package including without limitation any software/firmware, examples, project template and all the related Documentation and design tools licensed and delivered in source and/or binary form as the case may be. The Licensed Software further includes any software updates and supplements that GigaDevice and/or its Affiliates may provide You or make available to You after the date You obtain the Licensed Software to the extent that such items are not accompanied by a separate license agreement or other terms of use.

Documentation: including any comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, user's guides, and programmer guides, related to any Licensed Software made available to You under this SLA.

Your Product: means Your and Your end-users' product or system and all the related documentation that includes or incorporates the Licensed Software or derivative of the Licensed Software in the devices manufactured by or for GigaDevice, provided further that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on the devices manufactured by or for GigaDevice.

2.     LIMITED LICENSE

GigaDevice grants You a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by GigaDevice), sub-licensable, revocable, royalty-free limited license of the Licensed Software to:

(i) use, make copies, modify and prepare derivative works of Licensed Software, in whole or in part, that is delivered by GigaDevice in source and binary form for the sole purpose of designing, developing and manufacturing Your Products, provided always that that such Licensed Software or derivative works of the Licensed Software must be used and execute solely and exclusively on or in combination with devices manufactured by or for GigaDevice;

(ii) to distribute the Licensed Software in source form, and any distribution of the source code (modified or not) to any third parties must reproduce the copyright notice and following restrictions, warranty disclaimer, export control notice and compliance notice of this SLA in any documentation and/or other materials provided with the distribution; provided always that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on the devices manufactured by or for GigaDevice and grant such third parties sublicenses of the rights granted to You in this SLA；

(iii) to distribute the Licensed Software in binary form, except as embedded into device manufactured by or for GigaDevice or a software update for such device, to any third parties must reproduce the copyright notice and following restrictions, warranty disclaimer, export control notice and compliance notice of this SLA in any documentation and/or other materials provided with the distribution, provided always that that the redistributed Licensed Software or derivative works of the Licensed Software in binary form execute solely and exclusively on the devices manufactured by or for GigaDevice and grant such third parties sublicenses of the rights granted to You in this SLA;

(iv) to use, copy, modify and/or create derivative works of the Documentation part of the Licensed Software for the sole purpose of providing documentation for Your Products and their usage, provided that the Documentation part is not subject to the terms of CONFIDENTIALITY (reproduced below).

3.     OWNERSHIP AND COPYRIGHT

Title to the Licensed Software and all copies thereof remain with GigaDevice and/or its licensors. You may not remove any copyright notice, warranty disclaimer, limitation of liabilities and indemnification, unintended use or other notice from the Licensed Software or from any permitted copies of the Licensed Software. You shall prevent any unauthorized copying of the Licensed Software, including without limitation any Documentation.

4.     RESTRICTIONS

(1)    Unless otherwise explicitly stated in this SLA, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for any purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with any devices manufactured by or for any entity other than GigaDevice is a material breach of this SLA. You shall not use the Licensed Software as a basis to create similar or competing software, documentation or product.

(2)    Neither the name nor any trademark of GigaDevice nor other contributors to the Licensed Software may be used to endorse or promote software, documentation or products derived from the Licensed Software (including any part thereof) without specific written permission.

(3)    You acknowledge that the Licensed Software has not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether the Licensed Software meet your requirements or not, and will be suitable for your intended use or application. Therefore the Licensed Software shall be deemed accepted upon delivery to You. You shall use, at your own risk, the Licensed Software. You acknowledge that GigaDevice cannot in any way be held responsible for the consequences resulting from use of the Licensed Software and any development made following such use of the Licensed Software. Notwithstanding anything to the contrary herein, You are not authorized to sublicense to or have used the Licensed Software by a competitor of GigaDevice.

(4)    GigaDevice expressly disclaims any responsibility for such usage which shall be made by You at your sole risk, even if GigaDevice has been informed by You in writing of such usage.

(5)    You have no rights under this SLA to, and may not under any circumstances use the Licensed Software or any parts thereof to make them subject to any open source terms. these actions include but are not limited to combining the Licensed Software by means of incorporation or linking or otherwise.

(6)    The Licensed Software, in whole or in part, may (i) require licenses from third parties claiming intellectual property rights covering implementation of the Licensed Software or (ii) be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own intellectual property rights that cover implementation of those standards. You acknowledge and agree that this SLA does not convey a license to any such third party intellectual property rights and that You are responsible for any fees or royalties payable to any third party based on such third party's interests in the Licensed Software.

5.     OPEN SOURCE SOFTWARE

The Licensed Software may contain software subject to Open Source Terms (as defined below) applicable for each such portion (Open Source Software), as further specified in the Licensed Software. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such Open Source Terms with regard to such Open Source Software. Open Source Terms: mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith or otherwise made available, or open source license that substantially complies with the Open Source definition specified at www.opensource.org and any other comparable open source license.

6.     THIRD PARTY SOFTWARE

Certain portions of the Licensed Software may be subject to third party license terms as expressly specified in the Licensed Software. In such event, those portions are supplied under the specified third party license terms and are not subject to the license terms of this SLA. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such third party license terms with regard to those portions.

7.     NO OTHER RIGHTS OR LICENSES

No rights or licenses are granted to You, except as expressly stated in this SLA. Without limiting the generality of the foregoing, no rights or licenses are granted in any products, technology or intellectual property rights of GigaDevice except those embodied in the Licensed Software.

8.     WARRANTY DISCLAIMER

The Licensed SOFTWARE is provided “as is” and “with all faults” without warranty of any kind expressed or implied. GigaDevice and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. GigaDevice does not warrant that the use in whole or in part of the Licensed Software will be UNinterrupted or error free, will meet Your requirements, or will operate with the combination of hardware and software selected by You.

You are responsible for determining whether the Licensed Software will be suitable for your intended use or application or will achieve your intended results. GigaDevice will not be liable to You and/or to any third party for the derivative works of the Licensed Software developed by You.

GigaDevice has not authorized anyone to make any representation or warranty for the Licensed Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by GigaDevice shall not constitute any representation or warranty by GigaDevice or alter this disclaimer or warranty, and no additional obligations or liabilities beyond those explicitly stated in this SLA shall arise from GigaDevice's providing such information or services. GigaDevice does not assume or authorize any other person to assume for it any other liability in connection with the Licensed SOFTWARE.

Nothing contained in this SLA will be construed as:

(i) a warranty or representation by GigaDevice to maintain production of any GigaDevice device or other hardware or software with which the Licensed Software may be used or to otherwise maintain or support the Licensed Software in any manner; or

(ii) a commitment from GigaDevice and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.

However, GigaDevice has the right to terminate this SLA immediately upon receiving notice of any claim, suit or proceeding that alleges that the Licensed Software or Your use or distribution of the Licensed Software infringes any third party intellectual property rights.

All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.

9.     LIMITATION OF LIABILITIES AND INDEMNIFICATION

In no event shall GigaDevice or its licensors be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Licensed SOFTWARE, the Documentation or this SLA, even if GigaDevice has been advised of the possibility of such damages.

In no event shall GigaDevice's liability to You or any third party under this SLA, including any claim with respect of any third party intellectual property rights, for any cause of action exceed 100 US$. This section does not apply to the extent prohibited by law. For the purposes of this section, any liability of GigaDevice shall be treated in the aggregate.

YOU AGREE TO INDEMNIFY GigaDevice PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE GigaDevice PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.

10.   CONFIDENTIALITY

(1)    “Confidential Information”shall include all information provided with the Licensed Software which (a) is designated as “confidential”, “proprietary” or with a similar legend and/or (b) is by its own nature of a type which would reasonably be considered. You shall not disclose, provide or make available the Confidential Information and/or part thereof to any person other than your employees who have a need to know, and shall protect the confidentiality of the Confidential Information provided by GigaDevice under this SLA by using the same degree of care, but not less than a reasonable degree of care, to prevent its unauthorized use, dissemination, or publication as You use to protect your own confidential information of like nature. You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee of Yours having access to the Licensed Software or the other Confidential Information to comply with the provisions in this SLA. You shall immediately notify Licensed Software of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or other Confidential Information, of which You become aware.

(2)    The confidentiality obligations of this SLA shall not apply to Confidential Information, which can be shown by documentary evidence: (i) entered the public domain through no fault of You; or, (ii) was known to You prior to receipt from GigaDevice; or, (iii) was disclosed to You by a third party having the right to disclose; or, (iv) was independently developed by You or employees of You without access to the Licensed Software or other Confidential Information, the burden of proof of independence being on You. These confidentiality obligations shall survive any termination or expiration of the SLA for whatever cause.

(3)    You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee or customer having access to the Licensed Software to comply with the provisions in this SLA. You shall immediately notify GigaDevice of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or part thereof, which comes to your notice.

11.   Unintended Use

(1)    You are fully aware and understand and shall procure Your customers to be fully aware and understand that, unless otherwise expressly specified in the applicable documentation of the Licensed Software, the Licensed Software is not designed or intended for use in: (i) safety critical applications such as weapons systems, nuclear facilities, atomic energy controller, combustion controller, aeronautic or aerospace applications, traffic signal instruments, pollution control or hazardous substance management; (ii) life-support systems, other medical equipment or systems (including life support equipment and surgical implants); (iii) automotive applications or environments, including but not limited to applications for active and passive safety of automobiles (regardless of front market or aftermarket); and/or (iv) other uses where equipment or product failure may result in personal injury, death, property or environmental damage.

(2)    Items (i) to (iv) above are collectively referred to as “Unintended Uses”.

(3)    In the event that You or Your customers use the Licensed Software in such applications contemplated by items (i), (ii), (iii) and/or (iv) above, they shall do so at their sole risk, even if GigaDevice is aware of or has been informed in writing of such usage. As such, You or Your customers assume all risk related to use of Licensed Software in Unintended Uses and GIGADEVICE SHALL NOT BE LIABLE FOR ANY SUCH USE IN UNINTENDED USES BY YOU OR YOUR CUSTOMERS. Accordingly, You will indemnify and hold GigaDevice harmless from any claims, liabilities, damages and associated costs and expenses (including reasonable attorneys' fees) that GigaDevice may incur related to You or Your customers' incorporation of Licensed Software in any Unintended Uses.

(4)    If GigaDevice, at the request of You or Your customers, provides technical support to You or Your customers in relation to Licensed Software, GigaDevice's goal is to provide advice to You or Your customers so that You and Your customers can design Your/its own end-product solutions to meet applicable functional safety standards and requirements. You or Your customers make the ultimate design decisions regarding Your/its products and are solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning your/its products, regardless of any information or support that may be provided by GigaDevice.

12.   Export Control

(1)    You shall obtain all international and national export licenses or similar authorizations required under all applicable export control laws and regulations and shall provide GigaDevice with the information necessary for GigaDevice to comply with such laws and regulations. The aforesaid export control laws and regulations include, but are not limited to, all applicable laws and regulations regulating the export, re-export, import, transfer, distribution, use and other aspects of GigaDevice products and derivatives thereof.

(2)    You acknowledge and undertake that You and Your customers shall not use, directly or indirectly, Licensed Software, in whole or in part, to be acquired from GigaDevice for the following:

(a)    export or sell to places and entities subject to embargoes imposed by China, the United Nations, the European Union, the United States and any other applicable governments or organizations;

(b)   support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, production and any other prohibited end uses, including without limitation, nuclear, weapons of mass destruction, certain rocket systems(including ballistic missile systems, space launch vehicles and sounding rockets),unmanned air vehicles(including cruise missile systems, target drones and reconnaissance drones), chemical or biological weapons, certain maritime nuclear propulsion systems, terrorism, military and other prohibited end uses;

(c)   sell or ship or provide for the design, production, development, production, operation, installation, maintenance, repair, overhaul, refurbishment of supercomputers, or for incorporation into or for the development and production of supercomputer components and equipment, unless the transaction is permitted or authorized by applicable laws and regulations;

(d)   sell or ship or provide to Iran, Russia, Belarus, or to military end users and any customer under prohibitions or restrictions imposed by China, the United States or the United Nations, the European Union and any other applicable government or organization, particularly, to any entity that is subject to the EAR footnote 1, EAR footnote 3 and EAR footnote 4 to Entity List, unless the transaction is permitted or authorized by applicable laws and regulations.

(3)   You acknowledge and undertake that neither You nor any of Your end users are subject to any trade restrictions, sanctions or other legal restrictions imposed by any country, international organization or administrative institution, is controlled by or actually controlled by any person or any entity subject to trade restrictions, sanctions or other legal restrictions, or is a non-military end user. In such event, You undertake to immediately notify GigaDevice of the matters regarding restriction and sanctions. If GigaDevice receives notice that You or Your end-user is or has been determined to be a sanctioned or restricted party or military end-user under applicable laws and regulations, and provided that GigaDevice's performance of this Agreement will result in the breach of such sanctions or restrictions, GigaDevice shall not be obligated to perform its obligations under this Agreement without any liability.

(4)    You understand and agree that the obligations in Sections 12.1-12.3 above are required by law and shall be complied with during the Term of, or after termination of, this Agreement; GigaDevice shall have the right to suspend or cease its performance of this Agreement without giving You any opportunity to make corrections and/or seek other legal remedies in the event of any breach by You of the foregoing terms. In addition, You shall defend, indemnify and hold harmless GigaDevice and its directors, officers and employees for and against any prosecution, law enforcement and judicial proceedings, actions, expenses, penalties, and losses resulted from Your such breach.

13.   Compliance

(1)    You agree to fully comply with all laws, rules, and regulations in relation to anti-bribery and anti-corruption and abide by the code of ethics and the anti-bribery policy communicated by GigaDevice to You from time to time. You shall not provide GigaDevice's employees and/or their relatives with commissions, rebates and other illegitimate material benefits in any way in exchange for illegitimate support to You by taking advantage of their position. If You are demanded by GigaDevice's personnel for material benefits, You have the obligation to reject such demand and immediately lodge a written complaint to GigaDevice. You undertake that there are no existing, ongoing or potential anti-corruption and/or anti-bribery allegations, lawsuits and investigations against You or Your directors, management, agents or employees.

(2)    You shall support and respect internationally recognized human rights protections and recognize basic requirements for workers' rights, create a healthy, dignified and fair working environment for their own employees, value and protect employees' privacy, health, safety and other legitimate rights, and protect the rights and interests of female employees. You undertake that there will be no forced or compulsory labor in any form, nor there will be child labor and other forms of employment that do not meet the requirements of International Labor Organization Conventions. You also undertake that the employees may not be discriminated or unequally treated due to their colors, ages, nations, genders, nations, religious beliefs, political tendencies or other factors.

(3)    You shall comply with applicable laws and regulations on personal information protection, including without limitation: undertake that the personal information provided or to be provided to GigaDevice has been duly authorized; and ensure that the personal information provided by GigaDevice will not be handled (including collection, storage, use, processing, transmission, provision, disclosure, deletion, etc.) beyond the scope authorized by GigaDevice.

(4)    In the case of You and Your personnel' s breach of any provisions of this Section, You shall indemnify GigaDevice and its directors, officers and employees for any and all losses incurred therefrom, including but not limited to the fines imposed by any government agencies, attorney fees, and litigation fees, etc. In addition, any breach of this Section shall be deemed as a material breach of this Agreement and will cause irreparable damage to GigaDevice, entitling GigaDevice to terminate this Agreement and all relevant Purchase Orders immediately at GigaDevice's sole discretion without liability. You shall have no opportunity to correct such non-compliance.

14.   SEVERABILITY

If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.

15.   WAIVER

The failure or delay of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

16.   ASSIGNMENT

This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of GigaDevice. In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto.

17.   RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.

18.   TERMINATION

GigaDevice may terminate this SLA, including its licenses, at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days after receiving notification from GigaDevice of such breach. Upon termination, You will immediately destroy or return all copies of the Licensed Software (including without limitation any software or Documentation) to GigaDevice. After termination, Your sole surviving right will be to continue to use the Licensed Software solely to the extent that it was already incorporated before Your material breach of this Agreement into Your Products, which were sold by You before the date of Your material breach.

19.   MISCESLLANEOUS

(1)    If a court or agency of competent jurisdiction holds any term of this SLA invalid, illegal, or unenforceable for any reason, the remainder of this SLA shall be valid and enforceable and You and GigaDevice shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this SLA. The failure by GigaDevice to enforce any provisions of this SLA or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

(2)    No agency, joint venture, partnership or other business organisation shall be created or be construed as being created by reason of this SLA. You will not have the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of GigaDevice or bind GigaDevice in any respect whatsoever. You and GigaDevice are independent parties.

(3)    Nothing in this SLA shall be construed as making You an employee, agent or legal representative of GigaDevice.

(4)   This SLA contains the entire and sole agreement between You and GigaDevice on the subject matter of this SLA, and supersedes all representations, undertakings and agreements previously made between You and GigaDevice and shall prevail over the terms and conditions set forth in any document from You with respect to the subject matter of this SLA. Any amendment to this SLA shall be agreed in writing and be duly signed by You and GigaDevice and shall make reference to this SLA.

20.   APPLICABLE LAW AND JURISDICTION

This SLA and matters connected with the validity, interpretation or performance thereof shall be governed, construed, interpreted, and applied in all respects by the laws of the People's Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region for the purpose of this SLA), without resort to conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to their relationship.

Dispute Resolution. Any dispute arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted at Beijing, People's Republic of China, in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon the Parties, and the arbitration shall be conducted in the English language.

GD32C2x1_Firmware_Library_V1.0.0

Please indicate Your acceptance of this agreement by selecting “Accept” or indicate Your rejection of this contract by selecting “Decline” as indicated below in the media,

AND/OR

BY DOWNLOADING, COPYING, INSTALLING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION), YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS SLA, DO NOT DOWNLOAD, COPY, INSTALL, ACCESS OR OTHERWISE USE THIS SOFTWARE PACKAGE.

1.     DEFINITIONS

Licensed Software: means this software package including without limitation any software/firmware, examples, project template and all the related Documentation and design tools licensed and delivered in source and/or binary form as the case may be. The Licensed Software further includes any software updates and supplements that GigaDevice and/or its Affiliates may provide You or make available to You after the date You obtain the Licensed Software to the extent that such items are not accompanied by a separate license agreement or other terms of use.

Documentation: including any comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, user's guides, and programmer guides, related to any Licensed Software made available to You under this SLA.

Your Product: means Your and Your end-users' product or system and all the related documentation that includes or incorporates the Licensed Software or derivative of the Licensed Software in the devices manufactured by or for GigaDevice, provided further that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on the devices manufactured by or for GigaDevice.

2.     LIMITED LICENSE

GigaDevice grants You a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by GigaDevice), sub-licensable, revocable, royalty-free limited license of the Licensed Software to:

(i) use, make copies, modify and prepare derivative works of Licensed Software, in whole or in part, that is delivered by GigaDevice in source and binary form for the sole purpose of designing, developing and manufacturing Your Products, provided always that that such Licensed Software or derivative works of the Licensed Software must be used and execute solely and exclusively on or in combination with devices manufactured by or for GigaDevice;

(ii) to distribute the Licensed Software in source form, and any distribution of the source code (modified or not) to any third parties must reproduce the copyright notice and following restrictions, warranty disclaimer, export control notice and compliance notice of this SLA in any documentation and/or other materials provided with the distribution; provided always that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on the devices manufactured by or for GigaDevice and grant such third parties sublicenses of the rights granted to You in this SLA；

(iii) to distribute the Licensed Software in binary form, except as embedded into device manufactured by or for GigaDevice or a software update for such device, to any third parties must reproduce the copyright notice and following restrictions, warranty disclaimer, export control notice and compliance notice of this SLA in any documentation and/or other materials provided with the distribution, provided always that that the redistributed Licensed Software or derivative works of the Licensed Software in binary form execute solely and exclusively on the devices manufactured by or for GigaDevice and grant such third parties sublicenses of the rights granted to You in this SLA;

(iv) to use, copy, modify and/or create derivative works of the Documentation part of the Licensed Software for the sole purpose of providing documentation for Your Products and their usage, provided that the Documentation part is not subject to the terms of CONFIDENTIALITY (reproduced below).

3.     OWNERSHIP AND COPYRIGHT

Title to the Licensed Software and all copies thereof remain with GigaDevice and/or its licensors. You may not remove any copyright notice, warranty disclaimer, limitation of liabilities and indemnification, unintended use or other notice from the Licensed Software or from any permitted copies of the Licensed Software. You shall prevent any unauthorized copying of the Licensed Software, including without limitation any Documentation.

4.     RESTRICTIONS

(1)    Unless otherwise explicitly stated in this SLA, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for any purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with any devices manufactured by or for any entity other than GigaDevice is a material breach of this SLA. You shall not use the Licensed Software as a basis to create similar or competing software, documentation or product.

(2)    Neither the name nor any trademark of GigaDevice nor other contributors to the Licensed Software may be used to endorse or promote software, documentation or products derived from the Licensed Software (including any part thereof) without specific written permission.

(3)    You acknowledge that the Licensed Software has not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether the Licensed Software meet your requirements or not, and will be suitable for your intended use or application. Therefore the Licensed Software shall be deemed accepted upon delivery to You. You shall use, at your own risk, the Licensed Software. You acknowledge that GigaDevice cannot in any way be held responsible for the consequences resulting from use of the Licensed Software and any development made following such use of the Licensed Software. Notwithstanding anything to the contrary herein, You are not authorized to sublicense to or have used the Licensed Software by a competitor of GigaDevice.

(4)    GigaDevice expressly disclaims any responsibility for such usage which shall be made by You at your sole risk, even if GigaDevice has been informed by You in writing of such usage.

(5)    You have no rights under this SLA to, and may not under any circumstances use the Licensed Software or any parts thereof to make them subject to any open source terms. these actions include but are not limited to combining the Licensed Software by means of incorporation or linking or otherwise.

(6)    The Licensed Software, in whole or in part, may (i) require licenses from third parties claiming intellectual property rights covering implementation of the Licensed Software or (ii) be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own intellectual property rights that cover implementation of those standards. You acknowledge and agree that this SLA does not convey a license to any such third party intellectual property rights and that You are responsible for any fees or royalties payable to any third party based on such third party's interests in the Licensed Software.

5.     OPEN SOURCE SOFTWARE

The Licensed Software may contain software subject to Open Source Terms (as defined below) applicable for each such portion (Open Source Software), as further specified in the Licensed Software. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such Open Source Terms with regard to such Open Source Software. Open Source Terms: mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith or otherwise made available, or open source license that substantially complies with the Open Source definition specified at www.opensource.org and any other comparable open source license.

6.     THIRD PARTY SOFTWARE

Certain portions of the Licensed Software may be subject to third party license terms as expressly specified in the Licensed Software. In such event, those portions are supplied under the specified third party license terms and are not subject to the license terms of this SLA. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such third party license terms with regard to those portions.

7.     NO OTHER RIGHTS OR LICENSES

No rights or licenses are granted to You, except as expressly stated in this SLA. Without limiting the generality of the foregoing, no rights or licenses are granted in any products, technology or intellectual property rights of GigaDevice except those embodied in the Licensed Software.

8.     WARRANTY DISCLAIMER

The Licensed SOFTWARE is provided “as is” and “with all faults” without warranty of any kind expressed or implied. GigaDevice and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. GigaDevice does not warrant that the use in whole or in part of the Licensed Software will be UNinterrupted or error free, will meet Your requirements, or will operate with the combination of hardware and software selected by You.

You are responsible for determining whether the Licensed Software will be suitable for your intended use or application or will achieve your intended results. GigaDevice will not be liable to You and/or to any third party for the derivative works of the Licensed Software developed by You.

GigaDevice has not authorized anyone to make any representation or warranty for the Licensed Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by GigaDevice shall not constitute any representation or warranty by GigaDevice or alter this disclaimer or warranty, and no additional obligations or liabilities beyond those explicitly stated in this SLA shall arise from GigaDevice's providing such information or services. GigaDevice does not assume or authorize any other person to assume for it any other liability in connection with the Licensed SOFTWARE.

Nothing contained in this SLA will be construed as:

(i) a warranty or representation by GigaDevice to maintain production of any GigaDevice device or other hardware or software with which the Licensed Software may be used or to otherwise maintain or support the Licensed Software in any manner; or

(ii) a commitment from GigaDevice and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.

However, GigaDevice has the right to terminate this SLA immediately upon receiving notice of any claim, suit or proceeding that alleges that the Licensed Software or Your use or distribution of the Licensed Software infringes any third party intellectual property rights.

All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.

9.     LIMITATION OF LIABILITIES AND INDEMNIFICATION

In no event shall GigaDevice or its licensors be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Licensed SOFTWARE, the Documentation or this SLA, even if GigaDevice has been advised of the possibility of such damages.

In no event shall GigaDevice's liability to You or any third party under this SLA, including any claim with respect of any third party intellectual property rights, for any cause of action exceed 100 US$. This section does not apply to the extent prohibited by law. For the purposes of this section, any liability of GigaDevice shall be treated in the aggregate.

YOU AGREE TO INDEMNIFY GigaDevice PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE GigaDevice PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.

10.   CONFIDENTIALITY

(1)    “Confidential Information”shall include all information provided with the Licensed Software which (a) is designated as “confidential”, “proprietary” or with a similar legend and/or (b) is by its own nature of a type which would reasonably be considered. You shall not disclose, provide or make available the Confidential Information and/or part thereof to any person other than your employees who have a need to know, and shall protect the confidentiality of the Confidential Information provided by GigaDevice under this SLA by using the same degree of care, but not less than a reasonable degree of care, to prevent its unauthorized use, dissemination, or publication as You use to protect your own confidential information of like nature. You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee of Yours having access to the Licensed Software or the other Confidential Information to comply with the provisions in this SLA. You shall immediately notify Licensed Software of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or other Confidential Information, of which You become aware.

(2)    The confidentiality obligations of this SLA shall not apply to Confidential Information, which can be shown by documentary evidence: (i) entered the public domain through no fault of You; or, (ii) was known to You prior to receipt from GigaDevice; or, (iii) was disclosed to You by a third party having the right to disclose; or, (iv) was independently developed by You or employees of You without access to the Licensed Software or other Confidential Information, the burden of proof of independence being on You. These confidentiality obligations shall survive any termination or expiration of the SLA for whatever cause.

(3)    You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee or customer having access to the Licensed Software to comply with the provisions in this SLA. You shall immediately notify GigaDevice of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or part thereof, which comes to your notice.

11.   Unintended Use

(1)    You are fully aware and understand and shall procure Your customers to be fully aware and understand that, unless otherwise expressly specified in the applicable documentation of the Licensed Software, the Licensed Software is not designed or intended for use in: (i) safety critical applications such as weapons systems, nuclear facilities, atomic energy controller, combustion controller, aeronautic or aerospace applications, traffic signal instruments, pollution control or hazardous substance management; (ii) life-support systems, other medical equipment or systems (including life support equipment and surgical implants); (iii) automotive applications or environments, including but not limited to applications for active and passive safety of automobiles (regardless of front market or aftermarket); and/or (iv) other uses where equipment or product failure may result in personal injury, death, property or environmental damage.

(2)    Items (i) to (iv) above are collectively referred to as “Unintended Uses”.

(3)    In the event that You or Your customers use the Licensed Software in such applications contemplated by items (i), (ii), (iii) and/or (iv) above, they shall do so at their sole risk, even if GigaDevice is aware of or has been informed in writing of such usage. As such, You or Your customers assume all risk related to use of Licensed Software in Unintended Uses and GIGADEVICE SHALL NOT BE LIABLE FOR ANY SUCH USE IN UNINTENDED USES BY YOU OR YOUR CUSTOMERS. Accordingly, You will indemnify and hold GigaDevice harmless from any claims, liabilities, damages and associated costs and expenses (including reasonable attorneys' fees) that GigaDevice may incur related to You or Your customers' incorporation of Licensed Software in any Unintended Uses.

(4)    If GigaDevice, at the request of You or Your customers, provides technical support to You or Your customers in relation to Licensed Software, GigaDevice's goal is to provide advice to You or Your customers so that You and Your customers can design Your/its own end-product solutions to meet applicable functional safety standards and requirements. You or Your customers make the ultimate design decisions regarding Your/its products and are solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning your/its products, regardless of any information or support that may be provided by GigaDevice.

12.   Export Control

(1)    You shall obtain all international and national export licenses or similar authorizations required under all applicable export control laws and regulations and shall provide GigaDevice with the information necessary for GigaDevice to comply with such laws and regulations. The aforesaid export control laws and regulations include, but are not limited to, all applicable laws and regulations regulating the export, re-export, import, transfer, distribution, use and other aspects of GigaDevice products and derivatives thereof.

(2)    You acknowledge and undertake that You and Your customers shall not use, directly or indirectly, Licensed Software, in whole or in part, to be acquired from GigaDevice for the following:

(a)    export or sell to places and entities subject to embargoes imposed by China, the United Nations, the European Union, the United States and any other applicable governments or organizations;

(b)   support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, production and any other prohibited end uses, including without limitation, nuclear, weapons of mass destruction, certain rocket systems(including ballistic missile systems, space launch vehicles and sounding rockets),unmanned air vehicles(including cruise missile systems, target drones and reconnaissance drones), chemical or biological weapons, certain maritime nuclear propulsion systems, terrorism, military and other prohibited end uses;

(c)   sell or ship or provide for the design, production, development, production, operation, installation, maintenance, repair, overhaul, refurbishment of supercomputers, or for incorporation into or for the development and production of supercomputer components and equipment, unless the transaction is permitted or authorized by applicable laws and regulations;

(d)   sell or ship or provide to Iran, Russia, Belarus, or to military end users and any customer under prohibitions or restrictions imposed by China, the United States or the United Nations, the European Union and any other applicable government or organization, particularly, to any entity that is subject to the EAR footnote 1, EAR footnote 3 and EAR footnote 4 to Entity List, unless the transaction is permitted or authorized by applicable laws and regulations.

(3)   You acknowledge and undertake that neither You nor any of Your end users are subject to any trade restrictions, sanctions or other legal restrictions imposed by any country, international organization or administrative institution, is controlled by or actually controlled by any person or any entity subject to trade restrictions, sanctions or other legal restrictions, or is a non-military end user. In such event, You undertake to immediately notify GigaDevice of the matters regarding restriction and sanctions. If GigaDevice receives notice that You or Your end-user is or has been determined to be a sanctioned or restricted party or military end-user under applicable laws and regulations, and provided that GigaDevice's performance of this Agreement will result in the breach of such sanctions or restrictions, GigaDevice shall not be obligated to perform its obligations under this Agreement without any liability.

(4)    You understand and agree that the obligations in Sections 12.1-12.3 above are required by law and shall be complied with during the Term of, or after termination of, this Agreement; GigaDevice shall have the right to suspend or cease its performance of this Agreement without giving You any opportunity to make corrections and/or seek other legal remedies in the event of any breach by You of the foregoing terms. In addition, You shall defend, indemnify and hold harmless GigaDevice and its directors, officers and employees for and against any prosecution, law enforcement and judicial proceedings, actions, expenses, penalties, and losses resulted from Your such breach.

13.   Compliance

(1)    You agree to fully comply with all laws, rules, and regulations in relation to anti-bribery and anti-corruption and abide by the code of ethics and the anti-bribery policy communicated by GigaDevice to You from time to time. You shall not provide GigaDevice's employees and/or their relatives with commissions, rebates and other illegitimate material benefits in any way in exchange for illegitimate support to You by taking advantage of their position. If You are demanded by GigaDevice's personnel for material benefits, You have the obligation to reject such demand and immediately lodge a written complaint to GigaDevice. You undertake that there are no existing, ongoing or potential anti-corruption and/or anti-bribery allegations, lawsuits and investigations against You or Your directors, management, agents or employees.

(2)    You shall support and respect internationally recognized human rights protections and recognize basic requirements for workers' rights, create a healthy, dignified and fair working environment for their own employees, value and protect employees' privacy, health, safety and other legitimate rights, and protect the rights and interests of female employees. You undertake that there will be no forced or compulsory labor in any form, nor there will be child labor and other forms of employment that do not meet the requirements of International Labor Organization Conventions. You also undertake that the employees may not be discriminated or unequally treated due to their colors, ages, nations, genders, nations, religious beliefs, political tendencies or other factors.

(3)    You shall comply with applicable laws and regulations on personal information protection, including without limitation: undertake that the personal information provided or to be provided to GigaDevice has been duly authorized; and ensure that the personal information provided by GigaDevice will not be handled (including collection, storage, use, processing, transmission, provision, disclosure, deletion, etc.) beyond the scope authorized by GigaDevice.

(4)    In the case of You and Your personnel' s breach of any provisions of this Section, You shall indemnify GigaDevice and its directors, officers and employees for any and all losses incurred therefrom, including but not limited to the fines imposed by any government agencies, attorney fees, and litigation fees, etc. In addition, any breach of this Section shall be deemed as a material breach of this Agreement and will cause irreparable damage to GigaDevice, entitling GigaDevice to terminate this Agreement and all relevant Purchase Orders immediately at GigaDevice's sole discretion without liability. You shall have no opportunity to correct such non-compliance.

14.   SEVERABILITY

If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.

15.   WAIVER

The failure or delay of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

16.   ASSIGNMENT

This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of GigaDevice. In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto.

17.   RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.

18.   TERMINATION

GigaDevice may terminate this SLA, including its licenses, at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days after receiving notification from GigaDevice of such breach. Upon termination, You will immediately destroy or return all copies of the Licensed Software (including without limitation any software or Documentation) to GigaDevice. After termination, Your sole surviving right will be to continue to use the Licensed Software solely to the extent that it was already incorporated before Your material breach of this Agreement into Your Products, which were sold by You before the date of Your material breach.

19.   MISCESLLANEOUS

(1)    If a court or agency of competent jurisdiction holds any term of this SLA invalid, illegal, or unenforceable for any reason, the remainder of this SLA shall be valid and enforceable and You and GigaDevice shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this SLA. The failure by GigaDevice to enforce any provisions of this SLA or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

(2)    No agency, joint venture, partnership or other business organisation shall be created or be construed as being created by reason of this SLA. You will not have the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of GigaDevice or bind GigaDevice in any respect whatsoever. You and GigaDevice are independent parties.

(3)    Nothing in this SLA shall be construed as making You an employee, agent or legal representative of GigaDevice.

(4)   This SLA contains the entire and sole agreement between You and GigaDevice on the subject matter of this SLA, and supersedes all representations, undertakings and agreements previously made between You and GigaDevice and shall prevail over the terms and conditions set forth in any document from You with respect to the subject matter of this SLA. Any amendment to this SLA shall be agreed in writing and be duly signed by You and GigaDevice and shall make reference to this SLA.

20.   APPLICABLE LAW AND JURISDICTION

This SLA and matters connected with the validity, interpretation or performance thereof shall be governed, construed, interpreted, and applied in all respects by the laws of the People's Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region for the purpose of this SLA), without resort to conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to their relationship.

Dispute Resolution. Any dispute arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted at Beijing, People's Republic of China, in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon the Parties, and the arbitration shall be conducted in the English language.

Please indicate Your acceptance of this agreement by selecting “Accept” or indicate Your rejection of this contract by selecting “Decline” as indicated below in the media,

AND/OR

BY DOWNLOADING, COPYING, INSTALLING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION), YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS SLA, DO NOT DOWNLOAD, COPY, INSTALL, ACCESS OR OTHERWISE USE THIS SOFTWARE PACKAGE.

1.     DEFINITIONS

Licensed Software: means this software package including without limitation any software/firmware, examples, project template and all the related Documentation and design tools licensed and delivered in source code format and/or object code format as the case may be. The Licensed Software further includes any software updates and supplements that GigaDevice may provide You or make available to You after the date You obtain the Licensed Software to the extent that such items are not accompanied by a separate license agreement or other terms of use.

Documentation: including any comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, user's guides, and programmer guides, related to any Licensed Software made available to You under this SLA.

Your Product: means Your and Your end-users' product or system and all the related documentation that includes or incorporates a device manufactured by or for GigaDevice.

2.     LIMITED LICENSE

(1)    Licensed Software as permitted in this SLA executes solely and exclusively on or in combination with the device manufactured by or for GigaDevice. Except as expressly permitted under this SLA, no modifications of the Licensed Software are permitted. To the extent any modifications to the Licensed Software are permitted, such modifications shall also be deemed to be Licensed Software under this SLA.

(2)    GigaDevice grants You a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by GigaDevice), non-sublicensable, revocable, royalty-free limited license of the Licensed Software to:

use and make copies (without any reverse engineering, decompilation, or disassembly) of the Licensed Software in whole, that is delivered by GigaDevice in object code format for designing, developing and manufacturing Your Products; provided further that such Licensed Software execute solely and exclusively on or in combination with the device manufactured by or for GigaDevice.

3.     OWNERSHIP AND COPYRIGHT

Title to the Licensed Software and all copies thereof remain with GigaDevice and/or its licensors. You may not remove any copyright notice, warranty disclaimer, limitation of liabilities and indemnification, unintended use or other notice from the Licensed Software or from any permitted copies of the Licensed Software. You shall prevent any unauthorized copying of the Licensed Software, including without limitation any Documentation.

4.     RESTRICTIONS

(1)    Unless otherwise explicitly stated in this SLA, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for any purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with any devices manufactured by or for any entity other than GigaDevice is a material breach of this SLA. You shall not use the Licensed Software as a basis to create similar or competing software, documentation or product.

(2)    Neither the name nor any trademark of GigaDevice nor other contributors to the Licensed Software may be used to endorse or promote software, documentation or products derived from the Licensed Software (including any part thereof) without specific written permission.

(3)    You acknowledge that the Licensed Software has not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether the Licensed Software meet your requirements or not, and will be suitable for your intended use or application. Therefore the Licensed Software shall be deemed accepted upon delivery to You. You shall use, at your own risk, the Licensed Software. You acknowledge that GigaDevice cannot in any way be held responsible for the consequences resulting from use of the Licensed Software and any development made following such use of the Licensed Software. Notwithstanding anything to the contrary herein, You are not authorized to sublicense to or have used the Licensed Software by a competitor of GigaDevice.

(4)    GigaDevice expressly disclaims any responsibility for such usage which shall be made by You at your sole risk, even if GigaDevice has been informed by You in writing of such usage.

(5)    You have no rights under this SLA to, and may not under any circumstances use the Licensed Software or any parts thereof to make them subject to any open source terms. these actions include but are not limited to combining the Licensed Software by means of incorporation or linking or otherwise.

(6)    The Licensed Software, in whole or in part, may (i) require licenses from third parties claiming intellectual property rights covering implementation of the Licensed Software or (ii) be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own intellectual property rights that cover implementation of those standards. You acknowledge and agree that this SLA does not convey a license to any such third party intellectual property rights and that You are responsible for any fees or royalties payable to any third party based on such third party's interests in the Licensed Software.

5.     OPEN SOURCE SOFTWARE

The Licensed Software may contain software subject to Open Source Terms (as defined below) applicable for each such portion (Open Source Software), as further specified in the Licensed Software. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such Open Source Terms with regard to such Open Source Software. Open Source Terms: mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith or otherwise made available, or open source license that substantially complies with the Open Source definition specified at www.opensource.org and any other comparable open source license.

6.     THIRD PARTY SOFTWARE

Certain portions of the Licensed Software may be subject to third party license terms as expressly specified in the Licensed Software. In such event, those portions are supplied under the specified third party license terms and are not subject to the license terms of this SLA. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such third party license terms with regard to those portions.

7.     NO OTHER RIGHTS OR LICENSES

No rights or licenses are granted to You, except as expressly stated in this SLA. Without limiting the generality of the foregoing, no rights or licenses are granted in any products, technology or intellectual property rights of GigaDevice except those embodied in the Licensed Software.

8.     WARRANTY DISCLAIMER

The Licensed SOFTWARE is provided “as is” and “with all faults” without warranty of any kind expressed or implied. GigaDevice and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. GigaDevice does not warrant that the use in whole or in part of the Licensed Software will be UNinterrupted or error free, will meet Your requirements, or will operate with the combination of hardware and software selected by You.

You are responsible for determining whether the Licensed Software will be suitable for your intended use or application or will achieve your intended results. GigaDevice will not be liable to You and/or to any third party for the derivative works of the Licensed Software developed by You.

GigaDevice has not authorized anyone to make any representation or warranty for the Licensed Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by GigaDevice shall not constitute any representation or warranty by GigaDevice or alter this disclaimer or warranty, and no additional obligations or liabilities beyond those explicitly stated in this SLA shall arise from GigaDevice's providing such information or services. GigaDevice does not assume or authorize any other person to assume for it any other liability in connection with the Licensed SOFTWARE.

Nothing contained in this SLA will be construed as:

(i) a warranty or representation by GigaDevice to maintain production of any GigaDevice device or other hardware or software with which the Licensed Software may be used or to otherwise maintain or support the Licensed Software in any manner; or

(ii) a commitment from GigaDevice and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.

However, GigaDevice has the right to terminate this SLA immediately upon receiving notice of any claim, suit or proceeding that alleges that the Licensed Software or Your use or distribution of the Licensed Software infringes any third party intellectual property rights.

All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.

9.     LIMITATION OF LIABILITIES AND INDEMNIFICATION

In no event shall GigaDevice or its licensors be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Licensed SOFTWARE, the Documentation or this SLA, even if GigaDevice has been advised of the possibility of such damages.

In no event shall GigaDevice's liability to You or any third party under this SLA, including any claim with respect of any third party intellectual property rights, for any cause of action exceed 100 US$. This section does not apply to the extent prohibited by law. For the purposes of this section, any liability of GigaDevice shall be treated in the aggregate.

YOU AGREE TO INDEMNIFY GigaDevice PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE GigaDevice PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.

10.   CONFIDENTIALITY

(1)    “Confidential Information”shall include all information provided with the Licensed Software which (a) is designated as “confidential”, “proprietary” or with a similar legend and/or (b) is by its own nature of a type which would reasonably be considered. You shall not disclose, provide or make available the Confidential Information and/or part thereof to any person other than your employees who have a need to know, and shall protect the confidentiality of the Confidential Information provided by GigaDevice under this SLA by using the same degree of care, but not less than a reasonable degree of care, to prevent its unauthorized use, dissemination, or publication as You use to protect your own confidential information of like nature. You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee of Yours having access to the Licensed Software or the other Confidential Information to comply with the provisions in this SLA. You shall immediately notify Licensed Software of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or other Confidential Information, of which You become aware.

(2)    The confidentiality obligations of this SLA shall not apply to Confidential Information, which can be shown by documentary evidence: (i) entered the public domain through no fault of You; or, (ii) was known to You prior to receipt from GigaDevice; or, (iii) was disclosed to You by a third party having the right to disclose; or, (iv) was independently developed by You or employees of You without access to the Licensed Software or other Confidential Information, the burden of proof of independence being on You. These confidentiality obligations shall survive any termination or expiration of the SLA for whatever cause.

(3)    You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee or customer having access to the Licensed Software to comply with the provisions in this SLA. You shall immediately notify GigaDevice of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or part thereof, which comes to your notice.

(4)    The confidentiality obligations shall not apply to Licensed Software, which can be shown by documentary evidence: (i) entered the public domain through no fault of the Licensee; or, (ii) known to the Licensee prior to receipt from GigaDevice; or, (iii) disclosed to the Licensee by a third party having the right to disclose; or, (iv) independently developed by the Licensee without use of the Licensed Software, the onus of proof of independence being on the Licensee.

11.   Unintended Use

(1)    You are fully aware and understand and shall procure Your customers to be fully aware and understand that, unless otherwise expressly specified in the applicable documentation of the Licensed Software, the Licensed Software is not designed or intended for use in: (i) safety critical applications such as weapons systems, nuclear facilities, atomic energy controller, combustion controller, aeronautic or aerospace applications, traffic signal instruments, pollution control or hazardous substance management; (ii) life-support systems, other medical equipment or systems (including life support equipment and surgical implants); and/or (iii) other uses where equipment or product failure may result in personal injury, death, property or environmental damage.

(2)    Items (i) to (iii) above are collectively referred to as “Unintended Uses”.

(3)    In the event that You or Your customers use the Licensed Software in such applications contemplated by items (i), (ii) and/or (iii) above, they shall do so at their sole risk, even if GigaDevice is aware of or has been informed in writing of such usage. As such, You or Your customers assume all risk related to use of Licensed Software in Unintended Uses and GIGADEVICE SHALL NOT BE LIABLE FOR ANY SUCH USE IN UNINTENDED USES BY YOU OR YOUR CUSTOMERS. Accordingly, You will indemnify and hold GigaDevice harmless from any claims, liabilities, damages and associated costs and expenses (including reasonable attorneys' fees) that GigaDevice may incur related to You or Your customers' incorporation of Licensed Software in any Unintended Uses.

(4)    If GigaDevice, at the request of You or Your customers, provides technical support to You or Your customers in relation to Licensed Software, GigaDevice's goal is to provide advice to You or Your customers so that You and Your customers can design Your/its own end-product solutions to meet applicable functional safety standards and requirements. You or Your customers make the ultimate design decisions regarding Your/its products and are solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning your/its products, regardless of any information or support that may be provided by GigaDevice.

12.   Export Control

(1)    You shall obtain all international and national export licenses or similar authorizations required under all applicable export control laws and regulations and shall provide GigaDevice with the information necessary for GigaDevice to comply with such laws and regulations. The aforesaid export control laws and regulations include, but are not limited to, all applicable laws and regulations regulating the export, re-export, import, transfer, distribution, use and other aspects of GigaDevice products and derivatives thereof.

(2)    You acknowledge and undertake that You and Your customers shall not use, directly or indirectly, Licensed Software, in whole or in part, to be acquired from GigaDevice for the following:

(a)    export or sell to places and entities subject to embargoes imposed by China, the United Nations, the European Union, the United States and any other applicable governments or organizations;

(b)   support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, production and any other prohibited end uses, including without limitation, nuclear, weapons of mass destruction, certain rocket systems(including ballistic missile systems, space launch vehicles and sounding rockets),unmanned air vehicles(including cruise missile systems, target drones and reconnaissance drones), chemical or biological weapons, certain maritime nuclear propulsion systems, terrorism, military and other prohibited end uses;

(c)    sell or ship or provide for the design, production, development, production, operation, installation, maintenance, repair, overhaul, refurbishment of supercomputers, or for incorporation into or for the development and production of supercomputer components and equipment, unless the transaction is permitted or authorized by applicable laws and regulations;

(d)   sell or ship or provide to Iran, Russia, Belarus, or to military end users and any customer under prohibitions or restrictions imposed by China, the United States or the United Nations, the European Union and any other applicable government or organization, particularly, to any entity that is subject to the EAR footnote 1, EAR footnote 3 and EAR footnote 4 to Entity List, unless the transaction is permitted or authorized by applicable laws and regulations.

(3)    You acknowledge and undertake that neither You nor any of Your end users are subject to any trade restrictions, sanctions or other legal restrictions imposed by any country, international organization or administrative institution, is controlled by or actually controlled by any person or any entity subject to trade restrictions, sanctions or other legal restrictions, or is a non-military end user. In such event, You undertake to immediately notify GigaDevice of the matters regarding restriction and sanctions. If GigaDevice receives notice that You or Your end-user is or has been determined to be a sanctioned or restricted party or military end-user under applicable laws and regulations, and provided that GigaDevice's performance of this Agreement will result in the breach of such sanctions or restrictions, GigaDevice shall not be obligated to perform its obligations under this Agreement without any liability.

(4)    You understand and agree that the obligations in Sections 12.1-12.3 above are required by law and shall be complied with during the Term of, or after termination of, this Agreement; GigaDevice shall have the right to suspend or cease its performance of this Agreement without giving You any opportunity to make corrections and/or seek other legal remedies in the event of any breach by You of the foregoing terms. In addition, You shall defend, indemnify and hold harmless GigaDevice and its directors, officers and employees for and against any prosecution, law enforcement and judicial proceedings, actions, expenses, penalties, and losses resulted from Your such breach.

13.   Compliance

(1)    You agree to fully comply with all laws, rules, and regulations in relation to anti-bribery and anti-corruption and abide by the code of ethics and the anti-bribery policy communicated by GigaDevice to You from time to time. You shall not provide GigaDevice's employees and/or their relatives with commissions, rebates and other illegitimate material benefits in any way in exchange for illegitimate support to You by taking advantage of their position. If You are demanded by GigaDevice's personnel for material benefits, You have the obligation to reject such demand and immediately lodge a written complaint to GigaDevice. You undertake that there are no existing, ongoing or potential anti-corruption and/or anti-bribery allegations, lawsuits and investigations against You or Your directors, management, agents or employees.

(2)    You shall support and respect internationally recognized human rights protections and recognize basic requirements for workers' rights, create a healthy, dignified and fair working environment for their own employees, value and protect employees' privacy, health, safety and other legitimate rights, and protect the rights and interests of female employees. You undertake that there will be no forced or compulsory labor in any form, nor there will be child labor and other forms of employment that do not meet the requirements of International Labor Organization Conventions. You also undertake that the employees may not be discriminated or unequally treated due to their colors, ages, nations, genders, nations, religious beliefs, political tendencies or other factors.

(3)    You shall comply with applicable laws and regulations on personal information protection, including without limitation: undertake that the personal information provided or to be provided to GigaDevice has been duly authorized; and ensure that the personal information provided by GigaDevice will not be handled (including collection, storage, use, processing, transmission, provision, disclosure, deletion, etc.) beyond the scope authorized by GigaDevice.

(4)    In the case of You and Your personnel' s breach of any provisions of this Section, You shall indemnify GigaDevice and its directors, officers and employees for any and all losses incurred therefrom, including but not limited to the fines imposed by any government agencies, attorney fees, and litigation fees, etc. In addition, any breach of this Section shall be deemed as a material breach of this Agreement and will cause irreparable damage to GigaDevice, entitling GigaDevice to terminate this Agreement and all relevant Purchase Orders immediately at GigaDevice's sole discretion without liability. You shall have no opportunity to correct such non-compliance.

14.   SEVERABILITY

If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.

15.   WAIVER

The failure or delay of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

16.   ASSIGNMENT

This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of GigaDevice. In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto.

17.   RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.

18.   TERMINATION

GigaDevice may terminate this SLA, including its licenses, at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days after receiving notification from GigaDevice of such breach. Upon termination, You will immediately destroy or return all copies of the Licensed Software (including without limitation any software or Documentation) to GigaDevice. After termination, Your sole surviving right will be to continue to use the Licensed Software solely to the extent that it was already incorporated before Your material breach of this Agreement into Your Products, which were sold by You before the date of Your material breach.

19.   MISCESLLANEOUS

(1)    If a court or agency of competent jurisdiction holds any term of this SLA invalid, illegal, or unenforceable for any reason, the remainder of this SLA shall be valid and enforceable and You and GigaDevice shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this SLA. The failure by GigaDevice to enforce any provisions of this SLA or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

(2)    No agency, joint venture, partnership or other business organisation shall be created or be construed as being created by reason of this SLA. You will not have the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of GigaDevice or bind GigaDevice in any respect whatsoever. You and GigaDevice are independent parties.

(3)    Nothing in this SLA shall be construed as making You an employee, agent or legal representative of GigaDevice.

(4)    This SLA contains the entire and sole agreement between You and GigaDevice on the subject matter of this SLA, and supersedes all representations, undertakings and agreements previously made between You and GigaDevice and shall prevail over the terms and conditions set forth in any document from You with respect to the subject matter of this SLA. Any amendment to this SLA shall be agreed in writing and be duly signed by You and GigaDevice and shall make reference to this SLA.

20.   APPLICABLE LAW AND JURISDICTION

This SLA and matters connected with the validity, interpretation or performance thereof shall be governed, construed, interpreted, and applied in all respects by the laws of the People's Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region for the purpose of this SLA), without resort to conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to their relationship.

Dispute Resolution. Any dispute arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted at Beijing, People's Republic of China, in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon the Parties, and the arbitration shall be conducted in the English language.

GD32C2x1_AddOn_V1.0.0

Please indicate Your acceptance of this agreement by selecting “Accept” or indicate Your rejection of this contract by selecting “Decline” as indicated below in the media,

AND/OR

BY DOWNLOADING, COPYING, INSTALLING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION), YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS SLA, DO NOT DOWNLOAD, COPY, INSTALL, ACCESS OR OTHERWISE USE THIS SOFTWARE PACKAGE.

1.     DEFINITIONS

Licensed Software: means this software package including without limitation any software/firmware, examples, project template and all the related Documentation and design tools licensed and delivered in source code format and/or object code format as the case may be. The Licensed Software further includes any software updates and supplements that GigaDevice may provide You or make available to You after the date You obtain the Licensed Software to the extent that such items are not accompanied by a separate license agreement or other terms of use.

Documentation: including any comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, user's guides, and programmer guides, related to any Licensed Software made available to You under this SLA.

Your Product: means Your and Your end-users' product or system and all the related documentation that includes or incorporates a device manufactured by or for GigaDevice.

2.     LIMITED LICENSE

(1)    Licensed Software as permitted in this SLA executes solely and exclusively on or in combination with the device manufactured by or for GigaDevice. Except as expressly permitted under this SLA, no modifications of the Licensed Software are permitted. To the extent any modifications to the Licensed Software are permitted, such modifications shall also be deemed to be Licensed Software under this SLA.

(2)    GigaDevice grants You a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by GigaDevice), non-sublicensable, revocable, royalty-free limited license of the Licensed Software to:

use and make copies (without any reverse engineering, decompilation, or disassembly) of the Licensed Software in whole, that is delivered by GigaDevice in object code format for designing, developing and manufacturing Your Products; provided further that such Licensed Software execute solely and exclusively on or in combination with the device manufactured by or for GigaDevice.

3.     OWNERSHIP AND COPYRIGHT

Title to the Licensed Software and all copies thereof remain with GigaDevice and/or its licensors. You may not remove any copyright notice, warranty disclaimer, limitation of liabilities and indemnification, unintended use or other notice from the Licensed Software or from any permitted copies of the Licensed Software. You shall prevent any unauthorized copying of the Licensed Software, including without limitation any Documentation.

4.     RESTRICTIONS

(1)    Unless otherwise explicitly stated in this SLA, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for any purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with any devices manufactured by or for any entity other than GigaDevice is a material breach of this SLA. You shall not use the Licensed Software as a basis to create similar or competing software, documentation or product.

(2)    Neither the name nor any trademark of GigaDevice nor other contributors to the Licensed Software may be used to endorse or promote software, documentation or products derived from the Licensed Software (including any part thereof) without specific written permission.

(3)    You acknowledge that the Licensed Software has not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether the Licensed Software meet your requirements or not, and will be suitable for your intended use or application. Therefore the Licensed Software shall be deemed accepted upon delivery to You. You shall use, at your own risk, the Licensed Software. You acknowledge that GigaDevice cannot in any way be held responsible for the consequences resulting from use of the Licensed Software and any development made following such use of the Licensed Software. Notwithstanding anything to the contrary herein, You are not authorized to sublicense to or have used the Licensed Software by a competitor of GigaDevice.

(4)    GigaDevice expressly disclaims any responsibility for such usage which shall be made by You at your sole risk, even if GigaDevice has been informed by You in writing of such usage.

(5)    You have no rights under this SLA to, and may not under any circumstances use the Licensed Software or any parts thereof to make them subject to any open source terms. these actions include but are not limited to combining the Licensed Software by means of incorporation or linking or otherwise.

(6)    The Licensed Software, in whole or in part, may (i) require licenses from third parties claiming intellectual property rights covering implementation of the Licensed Software or (ii) be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own intellectual property rights that cover implementation of those standards. You acknowledge and agree that this SLA does not convey a license to any such third party intellectual property rights and that You are responsible for any fees or royalties payable to any third party based on such third party's interests in the Licensed Software.

5.     OPEN SOURCE SOFTWARE

The Licensed Software may contain software subject to Open Source Terms (as defined below) applicable for each such portion (Open Source Software), as further specified in the Licensed Software. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such Open Source Terms with regard to such Open Source Software. Open Source Terms: mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith or otherwise made available, or open source license that substantially complies with the Open Source definition specified at www.opensource.org and any other comparable open source license.

6.     THIRD PARTY SOFTWARE

Certain portions of the Licensed Software may be subject to third party license terms as expressly specified in the Licensed Software. In such event, those portions are supplied under the specified third party license terms and are not subject to the license terms of this SLA. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such third party license terms with regard to those portions.

7.     NO OTHER RIGHTS OR LICENSES

No rights or licenses are granted to You, except as expressly stated in this SLA. Without limiting the generality of the foregoing, no rights or licenses are granted in any products, technology or intellectual property rights of GigaDevice except those embodied in the Licensed Software.

8.     WARRANTY DISCLAIMER

The Licensed SOFTWARE is provided “as is” and “with all faults” without warranty of any kind expressed or implied. GigaDevice and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. GigaDevice does not warrant that the use in whole or in part of the Licensed Software will be UNinterrupted or error free, will meet Your requirements, or will operate with the combination of hardware and software selected by You.

You are responsible for determining whether the Licensed Software will be suitable for your intended use or application or will achieve your intended results. GigaDevice will not be liable to You and/or to any third party for the derivative works of the Licensed Software developed by You.

GigaDevice has not authorized anyone to make any representation or warranty for the Licensed Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by GigaDevice shall not constitute any representation or warranty by GigaDevice or alter this disclaimer or warranty, and no additional obligations or liabilities beyond those explicitly stated in this SLA shall arise from GigaDevice's providing such information or services. GigaDevice does not assume or authorize any other person to assume for it any other liability in connection with the Licensed SOFTWARE.

Nothing contained in this SLA will be construed as:

(i) a warranty or representation by GigaDevice to maintain production of any GigaDevice device or other hardware or software with which the Licensed Software may be used or to otherwise maintain or support the Licensed Software in any manner; or

(ii) a commitment from GigaDevice and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.

However, GigaDevice has the right to terminate this SLA immediately upon receiving notice of any claim, suit or proceeding that alleges that the Licensed Software or Your use or distribution of the Licensed Software infringes any third party intellectual property rights.

All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.

9.     LIMITATION OF LIABILITIES AND INDEMNIFICATION

In no event shall GigaDevice or its licensors be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Licensed SOFTWARE, the Documentation or this SLA, even if GigaDevice has been advised of the possibility of such damages.

In no event shall GigaDevice's liability to You or any third party under this SLA, including any claim with respect of any third party intellectual property rights, for any cause of action exceed 100 US$. This section does not apply to the extent prohibited by law. For the purposes of this section, any liability of GigaDevice shall be treated in the aggregate.

YOU AGREE TO INDEMNIFY GigaDevice PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE GigaDevice PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.

10.   CONFIDENTIALITY

(1)    “Confidential Information”shall include all information provided with the Licensed Software which (a) is designated as “confidential”, “proprietary” or with a similar legend and/or (b) is by its own nature of a type which would reasonably be considered. You shall not disclose, provide or make available the Confidential Information and/or part thereof to any person other than your employees who have a need to know, and shall protect the confidentiality of the Confidential Information provided by GigaDevice under this SLA by using the same degree of care, but not less than a reasonable degree of care, to prevent its unauthorized use, dissemination, or publication as You use to protect your own confidential information of like nature. You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee of Yours having access to the Licensed Software or the other Confidential Information to comply with the provisions in this SLA. You shall immediately notify Licensed Software of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or other Confidential Information, of which You become aware.

(2)    The confidentiality obligations of this SLA shall not apply to Confidential Information, which can be shown by documentary evidence: (i) entered the public domain through no fault of You; or, (ii) was known to You prior to receipt from GigaDevice; or, (iii) was disclosed to You by a third party having the right to disclose; or, (iv) was independently developed by You or employees of You without access to the Licensed Software or other Confidential Information, the burden of proof of independence being on You. These confidentiality obligations shall survive any termination or expiration of the SLA for whatever cause.

(3)    You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee or customer having access to the Licensed Software to comply with the provisions in this SLA. You shall immediately notify GigaDevice of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or part thereof, which comes to your notice.

(4)    The confidentiality obligations shall not apply to Licensed Software, which can be shown by documentary evidence: (i) entered the public domain through no fault of the Licensee; or, (ii) known to the Licensee prior to receipt from GigaDevice; or, (iii) disclosed to the Licensee by a third party having the right to disclose; or, (iv) independently developed by the Licensee without use of the Licensed Software, the onus of proof of independence being on the Licensee.

11.   Unintended Use

(1)    You are fully aware and understand and shall procure Your customers to be fully aware and understand that, unless otherwise expressly specified in the applicable documentation of the Licensed Software, the Licensed Software is not designed or intended for use in: (i) safety critical applications such as weapons systems, nuclear facilities, atomic energy controller, combustion controller, aeronautic or aerospace applications, traffic signal instruments, pollution control or hazardous substance management; (ii) life-support systems, other medical equipment or systems (including life support equipment and surgical implants); and/or (iii) other uses where equipment or product failure may result in personal injury, death, property or environmental damage.

(2)    Items (i) to (iii) above are collectively referred to as “Unintended Uses”.

(3)    In the event that You or Your customers use the Licensed Software in such applications contemplated by items (i), (ii) and/or (iii) above, they shall do so at their sole risk, even if GigaDevice is aware of or has been informed in writing of such usage. As such, You or Your customers assume all risk related to use of Licensed Software in Unintended Uses and GIGADEVICE SHALL NOT BE LIABLE FOR ANY SUCH USE IN UNINTENDED USES BY YOU OR YOUR CUSTOMERS. Accordingly, You will indemnify and hold GigaDevice harmless from any claims, liabilities, damages and associated costs and expenses (including reasonable attorneys' fees) that GigaDevice may incur related to You or Your customers' incorporation of Licensed Software in any Unintended Uses.

(4)    If GigaDevice, at the request of You or Your customers, provides technical support to You or Your customers in relation to Licensed Software, GigaDevice's goal is to provide advice to You or Your customers so that You and Your customers can design Your/its own end-product solutions to meet applicable functional safety standards and requirements. You or Your customers make the ultimate design decisions regarding Your/its products and are solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning your/its products, regardless of any information or support that may be provided by GigaDevice.

12.   Export Control

(1)    You shall obtain all international and national export licenses or similar authorizations required under all applicable export control laws and regulations and shall provide GigaDevice with the information necessary for GigaDevice to comply with such laws and regulations. The aforesaid export control laws and regulations include, but are not limited to, all applicable laws and regulations regulating the export, re-export, import, transfer, distribution, use and other aspects of GigaDevice products and derivatives thereof.

(2)    You acknowledge and undertake that You and Your customers shall not use, directly or indirectly, Licensed Software, in whole or in part, to be acquired from GigaDevice for the following:

(a)    export or sell to places and entities subject to embargoes imposed by China, the United Nations, the European Union, the United States and any other applicable governments or organizations;

(b)   support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, production and any other prohibited end uses, including without limitation, nuclear, weapons of mass destruction, certain rocket systems(including ballistic missile systems, space launch vehicles and sounding rockets),unmanned air vehicles(including cruise missile systems, target drones and reconnaissance drones), chemical or biological weapons, certain maritime nuclear propulsion systems, terrorism, military and other prohibited end uses;

(c)    sell or ship or provide for the design, production, development, production, operation, installation, maintenance, repair, overhaul, refurbishment of supercomputers, or for incorporation into or for the development and production of supercomputer components and equipment, unless the transaction is permitted or authorized by applicable laws and regulations;

(d)   sell or ship or provide to Iran, Russia, Belarus, or to military end users and any customer under prohibitions or restrictions imposed by China, the United States or the United Nations, the European Union and any other applicable government or organization, particularly, to any entity that is subject to the EAR footnote 1, EAR footnote 3 and EAR footnote 4 to Entity List, unless the transaction is permitted or authorized by applicable laws and regulations.

(3)    You acknowledge and undertake that neither You nor any of Your end users are subject to any trade restrictions, sanctions or other legal restrictions imposed by any country, international organization or administrative institution, is controlled by or actually controlled by any person or any entity subject to trade restrictions, sanctions or other legal restrictions, or is a non-military end user. In such event, You undertake to immediately notify GigaDevice of the matters regarding restriction and sanctions. If GigaDevice receives notice that You or Your end-user is or has been determined to be a sanctioned or restricted party or military end-user under applicable laws and regulations, and provided that GigaDevice's performance of this Agreement will result in the breach of such sanctions or restrictions, GigaDevice shall not be obligated to perform its obligations under this Agreement without any liability.

(4)    You understand and agree that the obligations in Sections 12.1-12.3 above are required by law and shall be complied with during the Term of, or after termination of, this Agreement; GigaDevice shall have the right to suspend or cease its performance of this Agreement without giving You any opportunity to make corrections and/or seek other legal remedies in the event of any breach by You of the foregoing terms. In addition, You shall defend, indemnify and hold harmless GigaDevice and its directors, officers and employees for and against any prosecution, law enforcement and judicial proceedings, actions, expenses, penalties, and losses resulted from Your such breach.

13.   Compliance

(1)    You agree to fully comply with all laws, rules, and regulations in relation to anti-bribery and anti-corruption and abide by the code of ethics and the anti-bribery policy communicated by GigaDevice to You from time to time. You shall not provide GigaDevice's employees and/or their relatives with commissions, rebates and other illegitimate material benefits in any way in exchange for illegitimate support to You by taking advantage of their position. If You are demanded by GigaDevice's personnel for material benefits, You have the obligation to reject such demand and immediately lodge a written complaint to GigaDevice. You undertake that there are no existing, ongoing or potential anti-corruption and/or anti-bribery allegations, lawsuits and investigations against You or Your directors, management, agents or employees.

(2)    You shall support and respect internationally recognized human rights protections and recognize basic requirements for workers' rights, create a healthy, dignified and fair working environment for their own employees, value and protect employees' privacy, health, safety and other legitimate rights, and protect the rights and interests of female employees. You undertake that there will be no forced or compulsory labor in any form, nor there will be child labor and other forms of employment that do not meet the requirements of International Labor Organization Conventions. You also undertake that the employees may not be discriminated or unequally treated due to their colors, ages, nations, genders, nations, religious beliefs, political tendencies or other factors.

(3)    You shall comply with applicable laws and regulations on personal information protection, including without limitation: undertake that the personal information provided or to be provided to GigaDevice has been duly authorized; and ensure that the personal information provided by GigaDevice will not be handled (including collection, storage, use, processing, transmission, provision, disclosure, deletion, etc.) beyond the scope authorized by GigaDevice.

(4)    In the case of You and Your personnel' s breach of any provisions of this Section, You shall indemnify GigaDevice and its directors, officers and employees for any and all losses incurred therefrom, including but not limited to the fines imposed by any government agencies, attorney fees, and litigation fees, etc. In addition, any breach of this Section shall be deemed as a material breach of this Agreement and will cause irreparable damage to GigaDevice, entitling GigaDevice to terminate this Agreement and all relevant Purchase Orders immediately at GigaDevice's sole discretion without liability. You shall have no opportunity to correct such non-compliance.

14.   SEVERABILITY

If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.

15.   WAIVER

The failure or delay of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

16.   ASSIGNMENT

This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of GigaDevice. In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto.

17.   RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.

18.   TERMINATION

GigaDevice may terminate this SLA, including its licenses, at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days after receiving notification from GigaDevice of such breach. Upon termination, You will immediately destroy or return all copies of the Licensed Software (including without limitation any software or Documentation) to GigaDevice. After termination, Your sole surviving right will be to continue to use the Licensed Software solely to the extent that it was already incorporated before Your material breach of this Agreement into Your Products, which were sold by You before the date of Your material breach.

19.   MISCESLLANEOUS

(1)    If a court or agency of competent jurisdiction holds any term of this SLA invalid, illegal, or unenforceable for any reason, the remainder of this SLA shall be valid and enforceable and You and GigaDevice shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this SLA. The failure by GigaDevice to enforce any provisions of this SLA or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

(2)    No agency, joint venture, partnership or other business organisation shall be created or be construed as being created by reason of this SLA. You will not have the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of GigaDevice or bind GigaDevice in any respect whatsoever. You and GigaDevice are independent parties.

(3)    Nothing in this SLA shall be construed as making You an employee, agent or legal representative of GigaDevice.

(4)    This SLA contains the entire and sole agreement between You and GigaDevice on the subject matter of this SLA, and supersedes all representations, undertakings and agreements previously made between You and GigaDevice and shall prevail over the terms and conditions set forth in any document from You with respect to the subject matter of this SLA. Any amendment to this SLA shall be agreed in writing and be duly signed by You and GigaDevice and shall make reference to this SLA.

20.   APPLICABLE LAW AND JURISDICTION

This SLA and matters connected with the validity, interpretation or performance thereof shall be governed, construed, interpreted, and applied in all respects by the laws of the People's Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region for the purpose of this SLA), without resort to conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to their relationship.

Dispute Resolution. Any dispute arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted at Beijing, People's Republic of China, in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon the Parties, and the arbitration shall be conducted in the English language.

Please indicate Your acceptance of this agreement by selecting “Accept” or indicate Your rejection of this contract by selecting “Decline” as indicated below in the media,

AND/OR

BY DOWNLOADING, COPYING, INSTALLING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION), YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS SLA, DO NOT DOWNLOAD, COPY, INSTALL, ACCESS OR OTHERWISE USE THIS SOFTWARE PACKAGE.

1.     DEFINITIONS

Licensed Software: means this software package including without limitation any software/firmware, examples, project template and all the related Documentation and design tools licensed and delivered in source and/or binary form as the case may be. The Licensed Software further includes any software updates and supplements that GigaDevice and/or its Affiliates may provide You or make available to You after the date You obtain the Licensed Software to the extent that such items are not accompanied by a separate license agreement or other terms of use.

Documentation: including any comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, user's guides, and programmer guides, related to any Licensed Software made available to You under this SLA.

Your Product: means Your and Your end-users' product or system and all the related documentation that includes or incorporates the Licensed Software or derivative of the Licensed Software in the devices manufactured by or for GigaDevice, provided further that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on the devices manufactured by or for GigaDevice.

2.     LIMITED LICENSE

GigaDevice grants You a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by GigaDevice), sub-licensable, revocable, royalty-free limited license of the Licensed Software to:

(i) use, make copies, modify and prepare derivative works of Licensed Software, in whole or in part, that is delivered by GigaDevice in source and binary form for the sole purpose of designing, developing and manufacturing Your Products, provided always that that such Licensed Software or derivative works of the Licensed Software must be used and execute solely and exclusively on or in combination with devices manufactured by or for GigaDevice;

(ii) to distribute the Licensed Software in source form, and any distribution of the source code (modified or not) to any third parties must reproduce the copyright notice and following restrictions, warranty disclaimer, export control notice and compliance notice of this SLA in any documentation and/or other materials provided with the distribution; provided always that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on the devices manufactured by or for GigaDevice and grant such third parties sublicenses of the rights granted to You in this SLA；

(iii) to distribute the Licensed Software in binary form, except as embedded into device manufactured by or for GigaDevice or a software update for such device, to any third parties must reproduce the copyright notice and following restrictions, warranty disclaimer, export control notice and compliance notice of this SLA in any documentation and/or other materials provided with the distribution, provided always that that the redistributed Licensed Software or derivative works of the Licensed Software in binary form execute solely and exclusively on the devices manufactured by or for GigaDevice and grant such third parties sublicenses of the rights granted to You in this SLA;

(iv) to use, copy, modify and/or create derivative works of the Documentation part of the Licensed Software for the sole purpose of providing documentation for Your Products and their usage, provided that the Documentation part is not subject to the terms of CONFIDENTIALITY (reproduced below).

3.     OWNERSHIP AND COPYRIGHT

Title to the Licensed Software and all copies thereof remain with GigaDevice and/or its licensors. You may not remove any copyright notice, warranty disclaimer, limitation of liabilities and indemnification, unintended use or other notice from the Licensed Software or from any permitted copies of the Licensed Software. You shall prevent any unauthorized copying of the Licensed Software, including without limitation any Documentation.

4.     RESTRICTIONS

(1)    Unless otherwise explicitly stated in this SLA, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for any purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with any devices manufactured by or for any entity other than GigaDevice is a material breach of this SLA. You shall not use the Licensed Software as a basis to create similar or competing software, documentation or product.

(2)    Neither the name nor any trademark of GigaDevice nor other contributors to the Licensed Software may be used to endorse or promote software, documentation or products derived from the Licensed Software (including any part thereof) without specific written permission.

(3)    You acknowledge that the Licensed Software has not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether the Licensed Software meet your requirements or not, and will be suitable for your intended use or application. Therefore the Licensed Software shall be deemed accepted upon delivery to You. You shall use, at your own risk, the Licensed Software. You acknowledge that GigaDevice cannot in any way be held responsible for the consequences resulting from use of the Licensed Software and any development made following such use of the Licensed Software. Notwithstanding anything to the contrary herein, You are not authorized to sublicense to or have used the Licensed Software by a competitor of GigaDevice.

(4)    GigaDevice expressly disclaims any responsibility for such usage which shall be made by You at your sole risk, even if GigaDevice has been informed by You in writing of such usage.

(5)    You have no rights under this SLA to, and may not under any circumstances use the Licensed Software or any parts thereof to make them subject to any open source terms. these actions include but are not limited to combining the Licensed Software by means of incorporation or linking or otherwise.

(6)    The Licensed Software, in whole or in part, may (i) require licenses from third parties claiming intellectual property rights covering implementation of the Licensed Software or (ii) be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own intellectual property rights that cover implementation of those standards. You acknowledge and agree that this SLA does not convey a license to any such third party intellectual property rights and that You are responsible for any fees or royalties payable to any third party based on such third party's interests in the Licensed Software.

5.     OPEN SOURCE SOFTWARE

The Licensed Software may contain software subject to Open Source Terms (as defined below) applicable for each such portion (Open Source Software), as further specified in the Licensed Software. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such Open Source Terms with regard to such Open Source Software. Open Source Terms: mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith or otherwise made available, or open source license that substantially complies with the Open Source definition specified at www.opensource.org and any other comparable open source license.

6.     THIRD PARTY SOFTWARE

Certain portions of the Licensed Software may be subject to third party license terms as expressly specified in the Licensed Software. In such event, those portions are supplied under the specified third party license terms and are not subject to the license terms of this SLA. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such third party license terms with regard to those portions.

7.     NO OTHER RIGHTS OR LICENSES

No rights or licenses are granted to You, except as expressly stated in this SLA. Without limiting the generality of the foregoing, no rights or licenses are granted in any products, technology or intellectual property rights of GigaDevice except those embodied in the Licensed Software.

8.     WARRANTY DISCLAIMER

The Licensed SOFTWARE is provided “as is” and “with all faults” without warranty of any kind expressed or implied. GigaDevice and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. GigaDevice does not warrant that the use in whole or in part of the Licensed Software will be UNinterrupted or error free, will meet Your requirements, or will operate with the combination of hardware and software selected by You.

You are responsible for determining whether the Licensed Software will be suitable for your intended use or application or will achieve your intended results. GigaDevice will not be liable to You and/or to any third party for the derivative works of the Licensed Software developed by You.

GigaDevice has not authorized anyone to make any representation or warranty for the Licensed Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by GigaDevice shall not constitute any representation or warranty by GigaDevice or alter this disclaimer or warranty, and no additional obligations or liabilities beyond those explicitly stated in this SLA shall arise from GigaDevice's providing such information or services. GigaDevice does not assume or authorize any other person to assume for it any other liability in connection with the Licensed SOFTWARE.

Nothing contained in this SLA will be construed as:

(i) a warranty or representation by GigaDevice to maintain production of any GigaDevice device or other hardware or software with which the Licensed Software may be used or to otherwise maintain or support the Licensed Software in any manner; or

(ii) a commitment from GigaDevice and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.

However, GigaDevice has the right to terminate this SLA immediately upon receiving notice of any claim, suit or proceeding that alleges that the Licensed Software or Your use or distribution of the Licensed Software infringes any third party intellectual property rights.

All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.

9.     LIMITATION OF LIABILITIES AND INDEMNIFICATION

In no event shall GigaDevice or its licensors be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Licensed SOFTWARE, the Documentation or this SLA, even if GigaDevice has been advised of the possibility of such damages.

In no event shall GigaDevice's liability to You or any third party under this SLA, including any claim with respect of any third party intellectual property rights, for any cause of action exceed 100 US$. This section does not apply to the extent prohibited by law. For the purposes of this section, any liability of GigaDevice shall be treated in the aggregate.

YOU AGREE TO INDEMNIFY GigaDevice PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE GigaDevice PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.

10.   CONFIDENTIALITY

(1)    “Confidential Information”shall include all information provided with the Licensed Software which (a) is designated as “confidential”, “proprietary” or with a similar legend and/or (b) is by its own nature of a type which would reasonably be considered. You shall not disclose, provide or make available the Confidential Information and/or part thereof to any person other than your employees who have a need to know, and shall protect the confidentiality of the Confidential Information provided by GigaDevice under this SLA by using the same degree of care, but not less than a reasonable degree of care, to prevent its unauthorized use, dissemination, or publication as You use to protect your own confidential information of like nature. You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee of Yours having access to the Licensed Software or the other Confidential Information to comply with the provisions in this SLA. You shall immediately notify Licensed Software of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or other Confidential Information, of which You become aware.

(2)    The confidentiality obligations of this SLA shall not apply to Confidential Information, which can be shown by documentary evidence: (i) entered the public domain through no fault of You; or, (ii) was known to You prior to receipt from GigaDevice; or, (iii) was disclosed to You by a third party having the right to disclose; or, (iv) was independently developed by You or employees of You without access to the Licensed Software or other Confidential Information, the burden of proof of independence being on You. These confidentiality obligations shall survive any termination or expiration of the SLA for whatever cause.

(3)    You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee or customer having access to the Licensed Software to comply with the provisions in this SLA. You shall immediately notify GigaDevice of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or part thereof, which comes to your notice.

11.   Unintended Use

(1)    You are fully aware and understand and shall procure Your customers to be fully aware and understand that, unless otherwise expressly specified in the applicable documentation of the Licensed Software, the Licensed Software is not designed or intended for use in: (i) safety critical applications such as weapons systems, nuclear facilities, atomic energy controller, combustion controller, aeronautic or aerospace applications, traffic signal instruments, pollution control or hazardous substance management; (ii) life-support systems, other medical equipment or systems (including life support equipment and surgical implants); (iii) automotive applications or environments, including but not limited to applications for active and passive safety of automobiles (regardless of front market or aftermarket); and/or (iv) other uses where equipment or product failure may result in personal injury, death, property or environmental damage.

(2)    Items (i) to (iv) above are collectively referred to as “Unintended Uses”.

(3)    In the event that You or Your customers use the Licensed Software in such applications contemplated by items (i), (ii), (iii) and/or (iv) above, they shall do so at their sole risk, even if GigaDevice is aware of or has been informed in writing of such usage. As such, You or Your customers assume all risk related to use of Licensed Software in Unintended Uses and GIGADEVICE SHALL NOT BE LIABLE FOR ANY SUCH USE IN UNINTENDED USES BY YOU OR YOUR CUSTOMERS. Accordingly, You will indemnify and hold GigaDevice harmless from any claims, liabilities, damages and associated costs and expenses (including reasonable attorneys' fees) that GigaDevice may incur related to You or Your customers' incorporation of Licensed Software in any Unintended Uses.

(4)    If GigaDevice, at the request of You or Your customers, provides technical support to You or Your customers in relation to Licensed Software, GigaDevice's goal is to provide advice to You or Your customers so that You and Your customers can design Your/its own end-product solutions to meet applicable functional safety standards and requirements. You or Your customers make the ultimate design decisions regarding Your/its products and are solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning your/its products, regardless of any information or support that may be provided by GigaDevice.

12.   Export Control

(1)    You shall obtain all international and national export licenses or similar authorizations required under all applicable export control laws and regulations and shall provide GigaDevice with the information necessary for GigaDevice to comply with such laws and regulations. The aforesaid export control laws and regulations include, but are not limited to, all applicable laws and regulations regulating the export, re-export, import, transfer, distribution, use and other aspects of GigaDevice products and derivatives thereof.

(2)    You acknowledge and undertake that You and Your customers shall not use, directly or indirectly, Licensed Software, in whole or in part, to be acquired from GigaDevice for the following:

(a)    export or sell to places and entities subject to embargoes imposed by China, the United Nations, the European Union, the United States and any other applicable governments or organizations;

(b)   support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, production and any other prohibited end uses, including without limitation, nuclear, weapons of mass destruction, certain rocket systems(including ballistic missile systems, space launch vehicles and sounding rockets),unmanned air vehicles(including cruise missile systems, target drones and reconnaissance drones), chemical or biological weapons, certain maritime nuclear propulsion systems, terrorism, military and other prohibited end uses;

(c)   sell or ship or provide for the design, production, development, production, operation, installation, maintenance, repair, overhaul, refurbishment of supercomputers, or for incorporation into or for the development and production of supercomputer components and equipment, unless the transaction is permitted or authorized by applicable laws and regulations;

(d)   sell or ship or provide to Iran, Russia, Belarus, or to military end users and any customer under prohibitions or restrictions imposed by China, the United States or the United Nations, the European Union and any other applicable government or organization, particularly, to any entity that is subject to the EAR footnote 1, EAR footnote 3 and EAR footnote 4 to Entity List, unless the transaction is permitted or authorized by applicable laws and regulations.

(3)   You acknowledge and undertake that neither You nor any of Your end users are subject to any trade restrictions, sanctions or other legal restrictions imposed by any country, international organization or administrative institution, is controlled by or actually controlled by any person or any entity subject to trade restrictions, sanctions or other legal restrictions, or is a non-military end user. In such event, You undertake to immediately notify GigaDevice of the matters regarding restriction and sanctions. If GigaDevice receives notice that You or Your end-user is or has been determined to be a sanctioned or restricted party or military end-user under applicable laws and regulations, and provided that GigaDevice's performance of this Agreement will result in the breach of such sanctions or restrictions, GigaDevice shall not be obligated to perform its obligations under this Agreement without any liability.

(4)    You understand and agree that the obligations in Sections 12.1-12.3 above are required by law and shall be complied with during the Term of, or after termination of, this Agreement; GigaDevice shall have the right to suspend or cease its performance of this Agreement without giving You any opportunity to make corrections and/or seek other legal remedies in the event of any breach by You of the foregoing terms. In addition, You shall defend, indemnify and hold harmless GigaDevice and its directors, officers and employees for and against any prosecution, law enforcement and judicial proceedings, actions, expenses, penalties, and losses resulted from Your such breach.

13.   Compliance

(1)    You agree to fully comply with all laws, rules, and regulations in relation to anti-bribery and anti-corruption and abide by the code of ethics and the anti-bribery policy communicated by GigaDevice to You from time to time. You shall not provide GigaDevice's employees and/or their relatives with commissions, rebates and other illegitimate material benefits in any way in exchange for illegitimate support to You by taking advantage of their position. If You are demanded by GigaDevice's personnel for material benefits, You have the obligation to reject such demand and immediately lodge a written complaint to GigaDevice. You undertake that there are no existing, ongoing or potential anti-corruption and/or anti-bribery allegations, lawsuits and investigations against You or Your directors, management, agents or employees.

(2)    You shall support and respect internationally recognized human rights protections and recognize basic requirements for workers' rights, create a healthy, dignified and fair working environment for their own employees, value and protect employees' privacy, health, safety and other legitimate rights, and protect the rights and interests of female employees. You undertake that there will be no forced or compulsory labor in any form, nor there will be child labor and other forms of employment that do not meet the requirements of International Labor Organization Conventions. You also undertake that the employees may not be discriminated or unequally treated due to their colors, ages, nations, genders, nations, religious beliefs, political tendencies or other factors.

(3)    You shall comply with applicable laws and regulations on personal information protection, including without limitation: undertake that the personal information provided or to be provided to GigaDevice has been duly authorized; and ensure that the personal information provided by GigaDevice will not be handled (including collection, storage, use, processing, transmission, provision, disclosure, deletion, etc.) beyond the scope authorized by GigaDevice.

(4)    In the case of You and Your personnel' s breach of any provisions of this Section, You shall indemnify GigaDevice and its directors, officers and employees for any and all losses incurred therefrom, including but not limited to the fines imposed by any government agencies, attorney fees, and litigation fees, etc. In addition, any breach of this Section shall be deemed as a material breach of this Agreement and will cause irreparable damage to GigaDevice, entitling GigaDevice to terminate this Agreement and all relevant Purchase Orders immediately at GigaDevice's sole discretion without liability. You shall have no opportunity to correct such non-compliance.

14.   SEVERABILITY

If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.

15.   WAIVER

The failure or delay of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

16.   ASSIGNMENT

This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of GigaDevice. In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto.

17.   RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.

18.   TERMINATION

GigaDevice may terminate this SLA, including its licenses, at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days after receiving notification from GigaDevice of such breach. Upon termination, You will immediately destroy or return all copies of the Licensed Software (including without limitation any software or Documentation) to GigaDevice. After termination, Your sole surviving right will be to continue to use the Licensed Software solely to the extent that it was already incorporated before Your material breach of this Agreement into Your Products, which were sold by You before the date of Your material breach.

19.   MISCESLLANEOUS

(1)    If a court or agency of competent jurisdiction holds any term of this SLA invalid, illegal, or unenforceable for any reason, the remainder of this SLA shall be valid and enforceable and You and GigaDevice shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this SLA. The failure by GigaDevice to enforce any provisions of this SLA or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

(2)    No agency, joint venture, partnership or other business organisation shall be created or be construed as being created by reason of this SLA. You will not have the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of GigaDevice or bind GigaDevice in any respect whatsoever. You and GigaDevice are independent parties.

(3)    Nothing in this SLA shall be construed as making You an employee, agent or legal representative of GigaDevice.

(4)   This SLA contains the entire and sole agreement between You and GigaDevice on the subject matter of this SLA, and supersedes all representations, undertakings and agreements previously made between You and GigaDevice and shall prevail over the terms and conditions set forth in any document from You with respect to the subject matter of this SLA. Any amendment to this SLA shall be agreed in writing and be duly signed by You and GigaDevice and shall make reference to this SLA.

20.   APPLICABLE LAW AND JURISDICTION

This SLA and matters connected with the validity, interpretation or performance thereof shall be governed, construed, interpreted, and applied in all respects by the laws of the People's Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region for the purpose of this SLA), without resort to conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to their relationship.

Dispute Resolution. Any dispute arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted at Beijing, People's Republic of China, in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon the Parties, and the arbitration shall be conducted in the English language.

GD32C2x1_Demo_Suites_V1.0.0

Please indicate Your acceptance of this agreement by selecting “Accept” or indicate Your rejection of this contract by selecting “Decline” as indicated below in the media,

AND/OR

BY DOWNLOADING, COPYING, INSTALLING, ACCESSING OR OTHERWISE USING THIS SOFTWARE PACKAGE OR ANY PART THEREOF (AND THE RELATED DOCUMENTATION), YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ANY CONDITION OF THIS SLA, DO NOT DOWNLOAD, COPY, INSTALL, ACCESS OR OTHERWISE USE THIS SOFTWARE PACKAGE.

1.     DEFINITIONS

Licensed Software: means this software package including without limitation any software/firmware, examples, project template and all the related Documentation and design tools licensed and delivered in source and/or binary form as the case may be. The Licensed Software further includes any software updates and supplements that GigaDevice and/or its Affiliates may provide You or make available to You after the date You obtain the Licensed Software to the extent that such items are not accompanied by a separate license agreement or other terms of use.

Documentation: including any comments, annotations, instructions, manuals, and other materials, whether in printed or electronic form, including without limitation installation manuals, user's guides, and programmer guides, related to any Licensed Software made available to You under this SLA.

Your Product: means Your and Your end-users' product or system and all the related documentation that includes or incorporates the Licensed Software or derivative of the Licensed Software in the devices manufactured by or for GigaDevice, provided further that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on the devices manufactured by or for GigaDevice.

2.     LIMITED LICENSE

GigaDevice grants You a non-exclusive, worldwide, non-transferable (whether by assignment or otherwise unless expressly authorized by GigaDevice), sub-licensable, revocable, royalty-free limited license of the Licensed Software to:

(i) use, make copies, modify and prepare derivative works of Licensed Software, in whole or in part, that is delivered by GigaDevice in source and binary form for the sole purpose of designing, developing and manufacturing Your Products, provided always that that such Licensed Software or derivative works of the Licensed Software must be used and execute solely and exclusively on or in combination with devices manufactured by or for GigaDevice;

(ii) to distribute the Licensed Software in source form, and any distribution of the source code (modified or not) to any third parties must reproduce the copyright notice and following restrictions, warranty disclaimer, export control notice and compliance notice of this SLA in any documentation and/or other materials provided with the distribution; provided always that such Licensed Software or derivative works of the Licensed Software execute solely and exclusively on the devices manufactured by or for GigaDevice and grant such third parties sublicenses of the rights granted to You in this SLA；

(iii) to distribute the Licensed Software in binary form, except as embedded into device manufactured by or for GigaDevice or a software update for such device, to any third parties must reproduce the copyright notice and following restrictions, warranty disclaimer, export control notice and compliance notice of this SLA in any documentation and/or other materials provided with the distribution, provided always that that the redistributed Licensed Software or derivative works of the Licensed Software in binary form execute solely and exclusively on the devices manufactured by or for GigaDevice and grant such third parties sublicenses of the rights granted to You in this SLA;

(iv) to use, copy, modify and/or create derivative works of the Documentation part of the Licensed Software for the sole purpose of providing documentation for Your Products and their usage, provided that the Documentation part is not subject to the terms of CONFIDENTIALITY (reproduced below).

3.     OWNERSHIP AND COPYRIGHT

Title to the Licensed Software and all copies thereof remain with GigaDevice and/or its licensors. You may not remove any copyright notice, warranty disclaimer, limitation of liabilities and indemnification, unintended use or other notice from the Licensed Software or from any permitted copies of the Licensed Software. You shall prevent any unauthorized copying of the Licensed Software, including without limitation any Documentation.

4.     RESTRICTIONS

(1)    Unless otherwise explicitly stated in this SLA, You may not sell, assign, sublicense, lease, rent or otherwise distribute the Licensed Software for any purposes, in whole or in part. You acknowledge and agree that any use, adaptation, translation or transcription of the Licensed Software or any portion or derivative thereof, for use with any devices manufactured by or for any entity other than GigaDevice is a material breach of this SLA. You shall not use the Licensed Software as a basis to create similar or competing software, documentation or product.

(2)    Neither the name nor any trademark of GigaDevice nor other contributors to the Licensed Software may be used to endorse or promote software, documentation or products derived from the Licensed Software (including any part thereof) without specific written permission.

(3)    You acknowledge that the Licensed Software has not been specifically designed to meet your individual requirements and that You have all information necessary to evaluate whether the Licensed Software meet your requirements or not, and will be suitable for your intended use or application. Therefore the Licensed Software shall be deemed accepted upon delivery to You. You shall use, at your own risk, the Licensed Software. You acknowledge that GigaDevice cannot in any way be held responsible for the consequences resulting from use of the Licensed Software and any development made following such use of the Licensed Software. Notwithstanding anything to the contrary herein, You are not authorized to sublicense to or have used the Licensed Software by a competitor of GigaDevice.

(4)    GigaDevice expressly disclaims any responsibility for such usage which shall be made by You at your sole risk, even if GigaDevice has been informed by You in writing of such usage.

(5)    You have no rights under this SLA to, and may not under any circumstances use the Licensed Software or any parts thereof to make them subject to any open source terms. these actions include but are not limited to combining the Licensed Software by means of incorporation or linking or otherwise.

(6)    The Licensed Software, in whole or in part, may (i) require licenses from third parties claiming intellectual property rights covering implementation of the Licensed Software or (ii) be based on industry recognized standards or software programs published by industry recognized standards bodies and certain third parties may claim to own intellectual property rights that cover implementation of those standards. You acknowledge and agree that this SLA does not convey a license to any such third party intellectual property rights and that You are responsible for any fees or royalties payable to any third party based on such third party's interests in the Licensed Software.

5.     OPEN SOURCE SOFTWARE

The Licensed Software may contain software subject to Open Source Terms (as defined below) applicable for each such portion (Open Source Software), as further specified in the Licensed Software. Such Open Source Software is supplied under the applicable Open Source Terms and is not subject to the terms and conditions of license hereunder. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such Open Source Terms with regard to such Open Source Software. Open Source Terms: mean any open source license which requires as part of distribution of software that the source code of such software is distributed therewith or otherwise made available, or open source license that substantially complies with the Open Source definition specified at www.opensource.org and any other comparable open source license.

6.     THIRD PARTY SOFTWARE

Certain portions of the Licensed Software may be subject to third party license terms as expressly specified in the Licensed Software. In such event, those portions are supplied under the specified third party license terms and are not subject to the license terms of this SLA. By downloading, copying, installing, accessing or otherwise using the Licensed Software, You agree to be bound by such third party license terms with regard to those portions.

7.     NO OTHER RIGHTS OR LICENSES

No rights or licenses are granted to You, except as expressly stated in this SLA. Without limiting the generality of the foregoing, no rights or licenses are granted in any products, technology or intellectual property rights of GigaDevice except those embodied in the Licensed Software.

8.     WARRANTY DISCLAIMER

The Licensed SOFTWARE is provided “as is” and “with all faults” without warranty of any kind expressed or implied. GigaDevice and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. GigaDevice does not warrant that the use in whole or in part of the Licensed Software will be UNinterrupted or error free, will meet Your requirements, or will operate with the combination of hardware and software selected by You.

You are responsible for determining whether the Licensed Software will be suitable for your intended use or application or will achieve your intended results. GigaDevice will not be liable to You and/or to any third party for the derivative works of the Licensed Software developed by You.

GigaDevice has not authorized anyone to make any representation or warranty for the Licensed Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by GigaDevice shall not constitute any representation or warranty by GigaDevice or alter this disclaimer or warranty, and no additional obligations or liabilities beyond those explicitly stated in this SLA shall arise from GigaDevice's providing such information or services. GigaDevice does not assume or authorize any other person to assume for it any other liability in connection with the Licensed SOFTWARE.

Nothing contained in this SLA will be construed as:

(i) a warranty or representation by GigaDevice to maintain production of any GigaDevice device or other hardware or software with which the Licensed Software may be used or to otherwise maintain or support the Licensed Software in any manner; or

(ii) a commitment from GigaDevice and/or its licensors to bring or prosecute actions or suits against third parties for infringement of any of the rights licensed hereby, or conferring any rights to bring or prosecute actions or suits against third parties for infringement.

However, GigaDevice has the right to terminate this SLA immediately upon receiving notice of any claim, suit or proceeding that alleges that the Licensed Software or Your use or distribution of the Licensed Software infringes any third party intellectual property rights.

All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.

9.     LIMITATION OF LIABILITIES AND INDEMNIFICATION

In no event shall GigaDevice or its licensors be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labor, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Licensed SOFTWARE, the Documentation or this SLA, even if GigaDevice has been advised of the possibility of such damages.

In no event shall GigaDevice's liability to You or any third party under this SLA, including any claim with respect of any third party intellectual property rights, for any cause of action exceed 100 US$. This section does not apply to the extent prohibited by law. For the purposes of this section, any liability of GigaDevice shall be treated in the aggregate.

YOU AGREE TO INDEMNIFY GigaDevice PARTIES FOR ANY DAMAGE OR LOSS THAT ANY AND ALL OF THE GigaDevice PARTIES MAY SUFFER BECAUSE OF ANY THIRD PARTIES CLAIM THAT MAY ARISE FROM OR THAT IS IN CONNECTION WITH THE USE YOU HAVE MADE OF THE LICENSED SOFTWARE.

10.   CONFIDENTIALITY

(1)    “Confidential Information”shall include all information provided with the Licensed Software which (a) is designated as “confidential”, “proprietary” or with a similar legend and/or (b) is by its own nature of a type which would reasonably be considered. You shall not disclose, provide or make available the Confidential Information and/or part thereof to any person other than your employees who have a need to know, and shall protect the confidentiality of the Confidential Information provided by GigaDevice under this SLA by using the same degree of care, but not less than a reasonable degree of care, to prevent its unauthorized use, dissemination, or publication as You use to protect your own confidential information of like nature. You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee of Yours having access to the Licensed Software or the other Confidential Information to comply with the provisions in this SLA. You shall immediately notify Licensed Software of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or other Confidential Information, of which You become aware.

(2)    The confidentiality obligations of this SLA shall not apply to Confidential Information, which can be shown by documentary evidence: (i) entered the public domain through no fault of You; or, (ii) was known to You prior to receipt from GigaDevice; or, (iii) was disclosed to You by a third party having the right to disclose; or, (iv) was independently developed by You or employees of You without access to the Licensed Software or other Confidential Information, the burden of proof of independence being on You. These confidentiality obligations shall survive any termination or expiration of the SLA for whatever cause.

(3)    You shall be liable towards GigaDevice for any damages incurred due to a failure by any employee or customer having access to the Licensed Software to comply with the provisions in this SLA. You shall immediately notify GigaDevice of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of the Licensed Software or part thereof, which comes to your notice.

11.   Unintended Use

(1)    You are fully aware and understand and shall procure Your customers to be fully aware and understand that, unless otherwise expressly specified in the applicable documentation of the Licensed Software, the Licensed Software is not designed or intended for use in: (i) safety critical applications such as weapons systems, nuclear facilities, atomic energy controller, combustion controller, aeronautic or aerospace applications, traffic signal instruments, pollution control or hazardous substance management; (ii) life-support systems, other medical equipment or systems (including life support equipment and surgical implants); (iii) automotive applications or environments, including but not limited to applications for active and passive safety of automobiles (regardless of front market or aftermarket); and/or (iv) other uses where equipment or product failure may result in personal injury, death, property or environmental damage.

(2)    Items (i) to (iv) above are collectively referred to as “Unintended Uses”.

(3)    In the event that You or Your customers use the Licensed Software in such applications contemplated by items (i), (ii), (iii) and/or (iv) above, they shall do so at their sole risk, even if GigaDevice is aware of or has been informed in writing of such usage. As such, You or Your customers assume all risk related to use of Licensed Software in Unintended Uses and GIGADEVICE SHALL NOT BE LIABLE FOR ANY SUCH USE IN UNINTENDED USES BY YOU OR YOUR CUSTOMERS. Accordingly, You will indemnify and hold GigaDevice harmless from any claims, liabilities, damages and associated costs and expenses (including reasonable attorneys' fees) that GigaDevice may incur related to You or Your customers' incorporation of Licensed Software in any Unintended Uses.

(4)    If GigaDevice, at the request of You or Your customers, provides technical support to You or Your customers in relation to Licensed Software, GigaDevice's goal is to provide advice to You or Your customers so that You and Your customers can design Your/its own end-product solutions to meet applicable functional safety standards and requirements. You or Your customers make the ultimate design decisions regarding Your/its products and are solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning your/its products, regardless of any information or support that may be provided by GigaDevice.

12.   Export Control

(1)    You shall obtain all international and national export licenses or similar authorizations required under all applicable export control laws and regulations and shall provide GigaDevice with the information necessary for GigaDevice to comply with such laws and regulations. The aforesaid export control laws and regulations include, but are not limited to, all applicable laws and regulations regulating the export, re-export, import, transfer, distribution, use and other aspects of GigaDevice products and derivatives thereof.

(2)    You acknowledge and undertake that You and Your customers shall not use, directly or indirectly, Licensed Software, in whole or in part, to be acquired from GigaDevice for the following:

(a)    export or sell to places and entities subject to embargoes imposed by China, the United Nations, the European Union, the United States and any other applicable governments or organizations;

(b)   support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, production and any other prohibited end uses, including without limitation, nuclear, weapons of mass destruction, certain rocket systems(including ballistic missile systems, space launch vehicles and sounding rockets),unmanned air vehicles(including cruise missile systems, target drones and reconnaissance drones), chemical or biological weapons, certain maritime nuclear propulsion systems, terrorism, military and other prohibited end uses;

(c)   sell or ship or provide for the design, production, development, production, operation, installation, maintenance, repair, overhaul, refurbishment of supercomputers, or for incorporation into or for the development and production of supercomputer components and equipment, unless the transaction is permitted or authorized by applicable laws and regulations;

(d)   sell or ship or provide to Iran, Russia, Belarus, or to military end users and any customer under prohibitions or restrictions imposed by China, the United States or the United Nations, the European Union and any other applicable government or organization, particularly, to any entity that is subject to the EAR footnote 1, EAR footnote 3 and EAR footnote 4 to Entity List, unless the transaction is permitted or authorized by applicable laws and regulations.

(3)   You acknowledge and undertake that neither You nor any of Your end users are subject to any trade restrictions, sanctions or other legal restrictions imposed by any country, international organization or administrative institution, is controlled by or actually controlled by any person or any entity subject to trade restrictions, sanctions or other legal restrictions, or is a non-military end user. In such event, You undertake to immediately notify GigaDevice of the matters regarding restriction and sanctions. If GigaDevice receives notice that You or Your end-user is or has been determined to be a sanctioned or restricted party or military end-user under applicable laws and regulations, and provided that GigaDevice's performance of this Agreement will result in the breach of such sanctions or restrictions, GigaDevice shall not be obligated to perform its obligations under this Agreement without any liability.

(4)    You understand and agree that the obligations in Sections 12.1-12.3 above are required by law and shall be complied with during the Term of, or after termination of, this Agreement; GigaDevice shall have the right to suspend or cease its performance of this Agreement without giving You any opportunity to make corrections and/or seek other legal remedies in the event of any breach by You of the foregoing terms. In addition, You shall defend, indemnify and hold harmless GigaDevice and its directors, officers and employees for and against any prosecution, law enforcement and judicial proceedings, actions, expenses, penalties, and losses resulted from Your such breach.

13.   Compliance

(1)    You agree to fully comply with all laws, rules, and regulations in relation to anti-bribery and anti-corruption and abide by the code of ethics and the anti-bribery policy communicated by GigaDevice to You from time to time. You shall not provide GigaDevice's employees and/or their relatives with commissions, rebates and other illegitimate material benefits in any way in exchange for illegitimate support to You by taking advantage of their position. If You are demanded by GigaDevice's personnel for material benefits, You have the obligation to reject such demand and immediately lodge a written complaint to GigaDevice. You undertake that there are no existing, ongoing or potential anti-corruption and/or anti-bribery allegations, lawsuits and investigations against You or Your directors, management, agents or employees.

(2)    You shall support and respect internationally recognized human rights protections and recognize basic requirements for workers' rights, create a healthy, dignified and fair working environment for their own employees, value and protect employees' privacy, health, safety and other legitimate rights, and protect the rights and interests of female employees. You undertake that there will be no forced or compulsory labor in any form, nor there will be child labor and other forms of employment that do not meet the requirements of International Labor Organization Conventions. You also undertake that the employees may not be discriminated or unequally treated due to their colors, ages, nations, genders, nations, religious beliefs, political tendencies or other factors.

(3)    You shall comply with applicable laws and regulations on personal information protection, including without limitation: undertake that the personal information provided or to be provided to GigaDevice has been duly authorized; and ensure that the personal information provided by GigaDevice will not be handled (including collection, storage, use, processing, transmission, provision, disclosure, deletion, etc.) beyond the scope authorized by GigaDevice.

(4)    In the case of You and Your personnel' s breach of any provisions of this Section, You shall indemnify GigaDevice and its directors, officers and employees for any and all losses incurred therefrom, including but not limited to the fines imposed by any government agencies, attorney fees, and litigation fees, etc. In addition, any breach of this Section shall be deemed as a material breach of this Agreement and will cause irreparable damage to GigaDevice, entitling GigaDevice to terminate this Agreement and all relevant Purchase Orders immediately at GigaDevice's sole discretion without liability. You shall have no opportunity to correct such non-compliance.

14.   SEVERABILITY

If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.

15.   WAIVER

The failure or delay of either party to enforce any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

16.   ASSIGNMENT

This Agreement may not be assigned by You, nor any of Your rights or obligations hereunder, to any third party without prior written consent of GigaDevice. In the event that this Agreement is assigned effectively to a third party, this Agreement shall bind upon successors and assigns of the parties hereto.

17.   RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.

18.   TERMINATION

GigaDevice may terminate this SLA, including its licenses, at any time if You are in material breach of any of its terms and conditions and You have failed to cure such breach within 30 (thirty) days after receiving notification from GigaDevice of such breach. Upon termination, You will immediately destroy or return all copies of the Licensed Software (including without limitation any software or Documentation) to GigaDevice. After termination, Your sole surviving right will be to continue to use the Licensed Software solely to the extent that it was already incorporated before Your material breach of this Agreement into Your Products, which were sold by You before the date of Your material breach.

19.   MISCESLLANEOUS

(1)    If a court or agency of competent jurisdiction holds any term of this SLA invalid, illegal, or unenforceable for any reason, the remainder of this SLA shall be valid and enforceable and You and GigaDevice shall discuss in good faith a substitute, valid, enforceable provision which most nearly effects the parties intent in entering into this SLA. The failure by GigaDevice to enforce any provisions of this SLA or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

(2)    No agency, joint venture, partnership or other business organisation shall be created or be construed as being created by reason of this SLA. You will not have the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of GigaDevice or bind GigaDevice in any respect whatsoever. You and GigaDevice are independent parties.

(3)    Nothing in this SLA shall be construed as making You an employee, agent or legal representative of GigaDevice.

(4)   This SLA contains the entire and sole agreement between You and GigaDevice on the subject matter of this SLA, and supersedes all representations, undertakings and agreements previously made between You and GigaDevice and shall prevail over the terms and conditions set forth in any document from You with respect to the subject matter of this SLA. Any amendment to this SLA shall be agreed in writing and be duly signed by You and GigaDevice and shall make reference to this SLA.

20.   APPLICABLE LAW AND JURISDICTION

This SLA and matters connected with the validity, interpretation or performance thereof shall be governed, construed, interpreted, and applied in all respects by the laws of the People's Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region for the purpose of this SLA), without resort to conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to their relationship.

Dispute Resolution. Any dispute arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted at Beijing, People's Republic of China, in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon the Parties, and the arbitration shall be conducted in the English language.