Software License Agreement

Please read the following license agreements and scroll down to the bottom of the document to agree to its terms and conditions. Once you agree, your download will begin.

IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENTS CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, DEVELOPER KITS, SUPPORT PACKAGES, REFERENCE DESIGNS, DOCUMENTATION, AND/OR ANY OTHER MATERIALS AVAILABLE AND DOWNLOADED BY YOU FROM THE TDK INVENSENSE “DEVELOPERS PAGE” (www.invensense.tdk.com/developers) (“LICENSED MATERIALS”). THE LICENSED MATERIALS ARE FOR USE SOLELY AND EXCLUSIVELY WITH TDK INVENSENSE OR CHIRP PRODUCTS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENTS, YOU MUST NOT DOWNLOAD, INSTALL, COPY, OR OTHERWISE USE THE LICENSED MATERIALS.

If you are accepting these License Agreements on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to these License Agreements, and in which case “you” or “your” shall mean such entity. In addition, you represent and warrant that you are not located in, under the control of, or a national or resident of any OFAC (Office of Foreign Assets Control) prohibited country. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. A “Prohibited Person” means a country, person, or entity with whom U.S. persons or entities are restricted from doing business under OFAC regulations (including those named on OFAC’s list of Specially Designated Nationals and Blocked Persons) or under any statute, executive order, or other U.S. government action or government lists.

If you cannot represent to the above, or if you disagree with any of the terms contained herein, TDK InvenSense and Chirp do not grant you a license to use the Licensed Materials.

By selecting “I AGREE” below, or by downloading, installing, copying or otherwise using the Licensed Materials, Licensee acknowledges that it, he or she has read all of the terms and conditions of the following Agreements, understands them, and agrees to be bound by them.

A. TDK INVENSENSE LICENSE AGREEMENT: FOR TDK INVENSENSE SMARTAUTOMOTIVE, SMARTBUG™, SMARTINDUSTRIAL, SMARTMOTION®, SMARTPRESSURE, SMARTROBOTICS, SMARTSONIC® and any other product families identified in the TDK InvenSense Developer’s Page (www.invensense.tdk.com/developers). TDK InvenSense may add other product families and product lines to the Developer’s Page from time to time that will be subject to this Agreement even if they are not specifically identified in this Agreement.

The following License Agreement (“Agreement”) is a binding legal agreement between InvenSense, Inc. located at 1745 Technology Drive, Santa Clara, CA 95110 USA (“TDK InvenSense”) and you (both the individual installing the Software and any single legal entity on behalf of which such individual is acting) (“Licensee”).

1. PURPOSE

This Agreement provides the terms and conditions for Licensee’s licensing of the Licensed Materials downloaded by Licensee from the Developer’s Corner at the following URL: (www.invensense.tdk.com/developers) and any related documentation (the “Documentation”) provided by or on behalf of TDK InvenSense in connection with the product families listed in the Developer’s Corner website.

2. DEFINITIONS

2.1 “Binary Code” means those portions of Software that are provided to Licensee in binary or object code (i.e., machine readable) form.
2.2 “Confidential Information” means (i) the Software, and any portions, components or sub- files thereof; (ii) the structure, sequence and organization of the Software and the concepts, methods of operations and ideas disclosed therein; (iii) any trade secrets of TDK InvenSense or its affiliates or its or their suppliers relating to the Software; (iv) the Documentation, and (v) the terms and conditions of this Agreement.
2.3 “Documentation” means the instructional documentation for the Software provided to Licensee by or on behalf of TDK InvenSense either directly or downloaded via the Developer’s Corner website.
2.4 “InvenSense Product” means the TDK InvenSense motion processing devices specified on Exhibit A or listed on the Developer’s Corner website that are purchased or sampled or used by Licensee.
2.5 “Licensed Materials” means any and all Software and Documentation available for download at the Developer’s Corner (www.invensense.tdk.com/developers) or provided directly by TDK InvenSense.
2.6 “Licensee Application(s)” means Licensee applications designed for complete sensor system on chip and microcontroller-based platforms that will incorporate the Software (in Binary Code only) solely for use with InvenSense Product(s) incorporated therein.
2.7 “Modification” means any modification, derivative work, improvement or enhancement of the Licensed Materials that is created by or for Licensee.
2.8 “Software” means the software that is (a) generally made available by TDK InvenSense from its Developer Page website (www.invensense.tdk.com/developers) and downloaded by Licensee as such software exists as of the date of download and any modifications or updates thereto that TDK InvenSense may make generally available hereunder from time to time in its sole discretion, and (b) provided directly by TDK to Licensee.
2.9 “Source Code” means those portions of the Software, if any, that are provided to Licensee in source code (i.e., human readable) form.
2.10 “Subcontractor(s)” means Licensee’s third-party contract manufacturer(s) or ODM(s) which are bound to written confidentiality and such other restrictions with respect to the Software and other TDK InvenSense confidential information no less stringent than those contained in this Agreement.
2.11 “Terms of Use” means the Terms of Use provided at the tdk.com website: https://invensense.tdk.com/terms-of-use/ and agreed to Licensee on the log-in page of the Developer’s Corner at https://invensense.tdk.com/developers/login/?message=software-downloads&redirect_to=developers/software-downloads/

3. USE OF LICENSED MATERIALS.

3.1 License Grants. Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement and the Terms of Use, TDK InvenSense grants to Licensee, under TDK InvenSense’s intellectual property embodied in the Licensed Materials, the following non-exclusive, non-transferable, non- sublicensable rights to:

(a) incorporate the Software into Licensee Applications solely for use with the TDK InvenSense Products included in such Licensee Applications;
(b) with respect only to Software provided to Licensee in Source Code, execute, reproduce and modify the Source Code and compile such modified or unmodified Source Code, only to the extent needed to incorporate the Software into Licensee Applications in accordance with clause (a) above;
(c) use the Documentation and make a reasonable number of copies of the Documentation as reasonably necessary to exercise Licensee’s license rights granted in clause (a) and (b) above;
(d) demonstrate the Software solely as incorporated into Licensee Applications and used with the InvenSense Product to actual and prospective customers of Licensee; and
(e) distribute the Software solely as incorporated in Licensee Applications solely and exclusively for use with InvenSense Products included therein to actual customers of Licensee.
Subcontractors. Licensee may engage Subcontractors to exercise Licensee rights in Section 3.1(a), (b) and (c) above.

4. CONDITIONS TO LICENSE GRANTS AND OTHER TERMS

4.1 Compliance with Other Terms and Conditions. The rights granted to Licensee in this Agreement are conditioned on Licensee’s ongoing compliance with the terms and conditions of this Agreement, Terms of Use and of any terms and conditions of sale or other documents provided by or on behalf of TDK InvenSense to Licensee in connection with Licensee’s purchase of InvenSense Product(s), including Licensee’s payment of fees required under such terms and conditions of sale or other documents.
4.2 Restrictions. Licensee agrees to use the Licensed Materials only as permitted in this Agreement. Licensee will have no right to, and will not, (a) transfer, sublicense, distribute, modify, translate, create derivative works of or reproduce Software or Documentation (or any portions thereof) except as expressly permitted in Section 3; (b) decompile, reverse engineer or disassemble the Binary Code; or (c) take any actions, including combining or distributing the Software with open source software, that would cause the Software or any portion thereof to become subject to the GNU General Public License or any other open source license that imposes any limitation, restriction or condition requiring that the Software combined or distributed with such open source software: (i) be disclosed or distributed in source code form; (ii) be licensed on terms inconsistent with the terms of this Agreement. Licensee will not remove, obscure or alter any TDK InvenSense trademark, copyright or other marking from the Licensed Materials, and Licensee will reproduce, to the extent commercially reasonable, all such marks and proprietary rights and ownership notices on all copies of the Licensed Materials made by or for Licensee. Licensee agrees not to use the Licensed Materials with any integrated circuit device other than the InvenSense Products (except that incidental interaction by the Software with other components or software included in the Licensee Applications is permitted).
4.3 Ownership. Licensee acknowledges and agrees that TDK InvenSense (and/or its licensors) retains and will own all right, title and interest, including all intellectual property rights, in and to the Licensed Materials and any modifications or derivative works of the Licensed Materials that are developed by or for TDK InvenSense (including any based on the Modifications or Licensee feedback). Licensee has, and shall acquire, no rights in the foregoing except those expressly granted in Section 3 under this Agreement. Licensee acknowledges and agrees that TDK InvenSense shall not be restricted from selling, licensing, modifying, or otherwise distributing the Licensed Materials to any third party.
4.4 No Implied Rights. Other than the copyright licenses expressly granted to Licensee in Section 3 with respect to Licensed Materials, no right, license, authority or immunity of any kind is granted (or deemed assigned or granted) by TDK InvenSense to Licensee or any third party (whether by implied license, estoppel, exhaustion, or otherwise and whether under this Agreement, as a result of the activities related thereto, or otherwise) under any of TDK InvenSense’s patents and other intellectual property rights even if such patent or other rights are practiced (whether necessarily or otherwise) by the Licensed Materials or their permitted use in connection with the exercise of the rights expressly granted in Section 3. Licensee acknowledges and agrees that Licensee has no such rights and will not assert (or assist or permit any third party to assert) any position to the contrary.
4.5 Licensee Intellectual Property Rights. Licensee and its affiliates shall not assert any intellectual property rights in or relating to Licensed Materials or Modifications and/or parts thereof against TDK InvenSense or its affiliates or its or their respective direct and indirect licensees, suppliers, manufacturers, distributors, contractors, customers or end users (all including their affiliates). Should Licensee or any of its affiliates bring a claim against TDK InvenSense or any of the protected persons described above for infringement or misappropriation of any intellectual property rights in any Licensed Materials or Modifications and/or parts thereof, TDK InvenSense will be entitled to terminate all licenses granted hereunder with immediate effect upon notice to Licensee, and all the licenses granted up to the date of such notice will cease to have any effect.
4.6 Modifications. Subject to TDK InvenSense’s underlying ownership in the Software and grantback license below, Licensee shall retain ownership of all Modifications. While Licensee and its affiliates are under no obligation to disclose or deliver any Modifications to TDK InvenSense, Licensee agrees to provide to TDK InvenSense, at TDK InvenSense’s request, information necessary for TDK InvenSense to determine whether Licensee complied with its obligations herein with respect to the use of Modifications. As to any Modification that Licensee or its affiliates create, disclose, deliver or otherwise provide access or make available to TDK InvenSense or its affiliates or other customers, Licensee (on behalf of itself and its affiliates) hereby grants to TDK InvenSense and its affiliates a fully paid, royalty-free, worldwide, fully exhaustive, perpetual, irrevocable, sublicensable, unrestricted right and license to use, copy, modify, create derivative works, distribute, sell and otherwise commercialize the Modification and all intellectual property rights therein. TDK InvenSense will not have any obligation to keep the Modifications confidential, regardless of anything to the contrary in any agreement between Licensee and TDK InvenSense.
4.7 Feedback. TDK InvenSense and its affiliates will have an unlimited, perpetual, non-exclusive, worldwide, transferable and sublicensable right to use and employ in its development, commercialization and any exploitation of the Licensed Materials and any other products and services all comments, bug reports, suggestions, ideas and other feedback that Licensee may provide to TDK InvenSense or its affiliates concerning the Licensed Materials or Modifications.
4.8 Confidential Information. Licensee will not disclose any Confidential Information to any third party (except Subcontractors, as permitted herein) or use Confidential Information except as expressly permitted in this Agreement. Licensee agrees to take all reasonable measures to protect Confidential Information and prevent its unauthorized disclosure, including measures at least as stringent as those measures Licensee takes to protect Licensee’s own most sensitive confidential information. Licensee agrees to restrict access to Confidential Information to Licensee employees and Subcontractors who are under obligations to protect Confidential Information in accordance with this Agreement and who have a “need to know” the Confidential Information to exercise Licensee license rights in this Agreement. All Confidential Information, and any documents and other tangible objects containing or representing Confidential Information, and all copies of Confidential Information, are and will remain the exclusive property of TDK InvenSense.
4.9 Responsibility for Subcontractors. Licensee is responsible to ensure that Subcontractors comply with the terms and conditions of this Agreement. Any act or omission by a Subcontractor that would be a breach of this Agreement by Licensee if Licensee performed the act will be deemed a breach of this Agreement by Licensee.
4.10 No Endorsement. Licensee may not use TDK InvenSense’s name to endorse or promote products derived from the Licensed Materials without specific prior written permission.

5. UPDATES

At its discretion, TDK InvenSense may provide Licensee with upgrades or updates to the Licensed Materials during the term of this Agreement (and such upgrades or updates will be included in the relevant category of, and become subject to the same terms and conditions as, Licensed Materials under this Agreement). However, TDK InvenSense is under no obligation to provide any support or maintenance for the Licensed Materials and the Licensed Materials are provided to Licensee with no obligation whatsoever on the part of TDK InvenSense to fix bugs, notify Licensee of known bugs now or in the future, update the Licensed Materials, or port the Licensed Materials to any other operating system, device, or hardware.

6. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSED MATERIALS ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FOR THE SAKE OF CLARITY, TDK INVENSENSE AND ITS AFFILIATES AND ITS AND THEIR SUPPLIERS DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS (A) REGARDING THE USE, OR THE RESULTS OF THE USE, OF ANY OF THE LICENSED MATERIALS IN TERMS OF CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, OR OTHERWISE, AND/OR (B) THAT THE LICENSED MATERIALS HAVE BEEN TESTED FOR COMPLIANCE WITH ANY REGULATORY OR INDUSTRY STANDARD, INCLUDING WITHOUT LIMITATION ANY SUCH STANDARDS PROMULGATED BY THE FCC, THE INTERNATIONAL ORGANIZATION FOR STANDARDIZATION (“ISO”) AND THE INTERNAL AUTOMOTIVE TASK FORCE (“IATF”)OR OTHER LIKE AGENCIES. THE SOFTWARE IS NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY TYPE OF SYSTEM OR APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR (E.G. MEDICAL SYSTEMS, LIFE SUSTAINING OR LIFE SAVING SYSTEMS). IT IS THE LICENSEE’S RESPONSIBILITY TO CERTIFY COMPLIANCE WITH ALL FEDERAL MOTOR VEHICLE SAFETY STANDARDS IN THE EVENT THE SOFTWARE IS USED IN A SYSTEM OR APPLICATION REGULATED BY THE NATIONAL HIGHWAY TRAFFIC SAFETY ADMINISTRATION. TDK-INVENSENSE EXPRESSLY DOES NOT WARRANT THAT ANY OF LICENSEE’S USE OF THE SOFTWARE WILL MEET APPLICABLE MOTOR VEHICLE SAFETY STANDARDS IF INTEGRATED INTO A VEHICLE SYSTEM OR APPLICATION.

LICENSEE ACKNOWLEDGES ANY INCLUDED OPEN SOURCE SOFTWARE IS THIRD PARTY SOFTWARE THAT HAS NOT BEEN MANUFACTURED, TESTED, OR OTHERWISE APPROVED BY TDK-INVENSENSE. THE OPEN SOURCE SOFTWARE, IF ANY, IS PROVIDED “AS IS,” AND TDK-INVENSENSE DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF EVERY KIND RELATING TO THE OPEN SOURCE SOFTWARE AND/OR USE OF THE OPEN SOURCE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ACTUAL AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), AS WELL AS ANY WARRANTIES THAT THE OPEN SOURCE SOFTWARE (OR ANY ELEMENTS THEREOF) WILL ACHIEVE A PARTICULAR RESULT, OR WILL BE UNINTERRUPTED OR ERROR-FREE. NOTHING IN THIS AGREEMENT SHALL OBLIGATE TDK-INVENSENSE TO PROVIDE ANY SUPPORT FOR THE OPEN SOURCE SOFTWARE. IT IS THE LICENSEE’S RESPONSIBILITY TO COMPLY WITH ANY LICENSE THAT MAY GOVERN THE USE OF THE OPEN SOURCE SOFTWARE.

7. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TDK INVENSENSE OR ANY OF ITS AFFILIATES OR ITS OR THEIR SUPPLIERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED MATERIALS (INCLUDING, WITHOUT LIMITATION, FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS (US$100) IN THE AGGREGATE, EVEN IF TDK INVENSENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, DAMAGES, OR LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND REGARDLESS OF THE CAUSE IN LAW, TDK INVENSENSE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING FROM INTERRUPTED OPERATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF CAPITAL AND/OR LOSS OF INFORMATION AND DATA INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHER THEORY OF LIABILITY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. TERM AND TERMINATION

8.1 Term. This Agreement will continue in effect until terminated as described below in this Section 8.
8.2 Termination by Licensee. Licensee may terminate this Agreement with immediate effect upon written notice of termination to TDK InvenSense.
8.3 Termination by TDK InvenSense. TDK InvenSense may terminate this Agreement with immediate effect upon written notice to Licensee with no liability to Licensee if (a) Licensee breaches any term of this Agreement or (b) Licensee is acquired, merged, or undergoes a change of control (and Licensee agrees to notify TDK InvenSense of any such transaction).
8.4 Surviving Terms. The following provisions will survive termination or expiration of this Agreement: Section 4, Section 6, Section 7, Section 8, Section 9 and Section 10.
8.5 Return of Materials. Immediately upon termination or expiration of this Agreement, Licensee agrees to return to TDK InvenSense all copies of the Licensed Materials, or at TDK InvenSense’s request, destroy all Licensed Materials. If TDK InvenSense so requests, Licensee agrees to have an executive of Licensee provide TDK InvenSense with a letter stating that all copies of the Licensed Materials have been returned or destroyed.

9. INDEMNITY.

Licensee agrees to indemnify and hold harmless TDK InvenSense and its affiliates and its and their officers, directors, customers, employees and successors and assigns (each an “Indemnified Party”) against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred by the Indemnified Party (including but not limited to costs of defense, investigation and reasonable attorney’s fees) arising out of, resulting from or related to (i) the download, distribution, installation, storage, execution, use or transfer of the Licensed Materials, and all related products, documentation, content, materials or derivative works by any person or entity, and/or (ii) any breach of this Agreement by Licensee. If requested by an Indemnified Party, Licensee agrees to defend such Indemnified Party in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing.

10. MISCELLANEOUS PROVISIONS.

10.1 Notices. All notices required hereunder will be in writing and, if to TDK InvenSense, will be sent by (a) U.S. mail (first class), (b) nationally recognized courier service (e.g., DHL, Federal Express), with all postage or delivery charges prepaid, subject to confirmation via U.S. mail or nationally recognized courier service, or if to Licensee, by (a) electronic mail, (b) U.S. mail (first class), (c) nationally recognized courier service (e.g., DHL, Federal Express), or (d) by notice posted on the TDK InvenSense “Developer’s Page” website (www.invensense.tdk.com/developers) (such notice shall be deemed to have been received by Licensee five (5) business days after it has been posted). Notices to TDK InvenSense will be addressed to Attn: TDK InvenSense Legal Department, 1745 Technology Drive, San Jose, CA 95110, USA or to such other address(es) as may be furnished by written notice in the manner set forth her; and notices to Licensee, if mailed, will be sent to the physical or email address supplied by Licensee as part of Licensee’s registration to TDK InvenSense’s “Developers Page,” or to such other address(es) as may be furnished by written notice in the manner set forth herein. Notices will be deemed to have been served when delivered or, if delivery is not performed as a result of the addressee’s fault, when tendered.
10.2 United States Government End Users. The Licensed Materials are “Commercial Items(s)” as defined in 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. If Licensee is licensing the Licensed Materials for acquisition by the U.S. Government or any contractor therefor, Licensee must license consistent with the policies set forth in 48 C.F.R. § 12.212 (for civilian agencies), and 48 C.F.R. § 227.7202 1 and 227.7202 4 (for the Department of Defense), and their successors.
10.3 Representations and Warranties. Licensee represents and warrants that Licensee has the right to enter into this Agreement and to meet Licensee obligations under this Agreement.
10.4 Governing Law; Venue. Any and all disputes arising out of or related to this Agreement, including but not limited to the interpretation, validity, enforceability and performance of this Agreement, will be governed by and construed in accordance with the law of the State of California, without regard to or application of any of California’s conflict of law rules. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the federal courts in the Northern District of California or in the state courts in Santa Clara County, California, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding. Notwithstanding the foregoing, TDK InvenSense may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.
10.5 Severability; Waiver. If any provision of this Agreement is determined to be invalid, unenforceable, overbroad, or illegal, the validity or enforceability of the other provisions will not be affected and any the affected provision will be construed by limiting or reducing it, so as to be enforceable with applicable law. No waiver by TDK InvenSense of any right under this Agreement will be construed as a waiver of any other right or breach. Licensee must comply with all applicable laws regarding use of the Licensed Materials (including without limitation all US and international export laws). All of TDK InvenSense’s rights, disclaimers, and limitations of liability under this Agreement and with respect to the Licensed Materials will also apply to any component or portion of the Licensed Materials.
10.6 Assignment. TDK InvenSense may assign to another person or entity this Agreement or any of its rights under this Agreement in whole or in part. Licensee may not assign, sublicense, or transfer this Agreement or any of Licensee’s rights hereunder to any third party, without TDK InvenSense’s express prior written consent, which may be withheld in TDK InvenSense’s sole discretion. This Agreement will be binding upon Licensee and Licensee heirs, executors, administrators, and successors, and will inure to the benefit of all successors and assigns of TDK InvenSense.
10.7 Entire Agreement; Amendment. This Agreement, including all Exhibits hereto, constitutes the entire agreement and understanding of the Licensee and TDK InvenSense with respect to the subject matter hereof, and supersedes all prior and contemporaneous correspondence, negotiations, agreements and understandings between Licensee and TDK InvenSense, and any representations and warranties, both oral and written. Notwithstanding the foregoing, if Licensee has entered into a separate confidentiality agreement or non‐disclosure agreement with TDK InvenSense with respect to the confidentiality of the Licensed Materials, then that agreement will continue to apply with respect to that subject matter to the extent that it is more protective of the confidentiality of the Licensed Materials than this Agreement. No modification, cancellation, or amendment of this Agreement will be binding unless executed in writing (referencing this Agreement) by Licensee and a duly authorized officer of TDK InvenSense.

Exhibit A:

Licensed Material is permitted to be used solely and exclusively with the following TDK InvenSense Products:

IAM-20380, IAM-20381, IAM-20680, ICG-1020/1P, ICG-1020/1S, ICG-20330, ICG-20660/L, ICM-20600, ICM-20601, ICM-20602, ICM-20603, ICM-20608, ICM-20608-G, ICM-20609, ICM-20648, ICM-20649, ICM-20655, ICM-20689, ICM-20690, ICM-20789, ICM-20948, ICM-42605, IDG-2020/1, IDG-2030U, IMU-3000, ISZ-2510, ITG-1010, ITG-3050, ITG-3200, ITG-3701, IXZ-2510, MPU-3050, MPU-3300, MPU-6000, MPU-6050, MPU-6500, MPU-6555, MPU-9150, MPU-9250, MPU-9255, ICM-42688-V, ICM-40647

*Notes: Additional devices may be added in Exhibit A at the sole discretion of TDK InvenSense from time to time and are within the scope of this Agreement.

B. CHIRP LICENSE AGREEMENT FOR CHIRP SONICLIB, CH-101 GPR SENSOR FIRMWARE, CHIRP SMARTSONIC BSP

The following License Agreement (“Agreement”) is a binding legal agreement between Chirp Microsystems, Inc., located at 2650 Ninth Street, Suite 220A, Berkeley, CA 94710 USA (“Chirp”), and you (both the individual installing the Software and any single legal entity on behalf of which such individual is acting) (“Licensee”).

The License terms here are the same as the TDK InvenSense License Agreement in Part A except that:

(a) Section I, Purpose is replaced as follows: This Agreement provides the terms and conditions for Licensee’s licensing of the following Chirp software libraries downloaded by Licensee: Chirp SonicLib, CH-101 GPR Sensor Firmware, Chirp SmartSonic BSP and any related documentation (the “Documentation” provided by or on behalf of Chirp.
(b) 2.4 is replaced as follows: “Chirp Product” means the Chirp devices specified in the following Exhibit A that are purchased by Licensee;
(c) 2.8 is replaced as follows: “Software” means the software known as Chirp SonicLib, CH-101 GPR Sensor Firmware, Chirp SmartSonic BSP that is generally made available by Chirp through the TDK InvenSense Developer Page and downloaded by licensee as such software exists as of the date of download and any modifications or updates thereto that Chirp may make generally available hereunder from time to time in its sole discretion.
(d) All references to InvenSense or TDK InvenSense are replaced herein with Chirp.

Exhibit A:

Licensed Material is permitted to be used solely and exclusively with the following Chirp Products: CH101, CH201.

*Notes: Additional devices may be added in Exhibit A at the sole discretion of Chirp as long as written notice is provided in accordance with the Agreement.

C. EVALUATION ONLY LICENSE AGREEMENT FOR CHIRP SONICLINK

The following License Agreement (“Agreement”) is a binding legal agreement between Chirp Microsystems, Inc., located at 2650 Ninth Street, Suite 220A, Berkeley, CA 94710 USA (“Chirp”), and you (both the individual installing the Software and any single legal entity on behalf of which such individual is acting) (“Licensee”).

The License terms here are the same as the Chirp License Agreement in Part B except that:

(a) Section 1 (Purpose) is replaced as follows: This Agreement provides the terms and conditions for Licensee’s licensing of the following Chirp software libraries downloaded by Licensee: Chirp SonicLink (SonicLink PC GUI and SmartSonic board firmware) and any related documentation (the “Documentation” provided by or on behalf of Chirp.

(b) Section 2.8 is replaced as follows: “Software” means the software known as Chirp SonicLink that is generally made available by Chirp through the TDK InvenSense Developer Page and downloaded by licensee as such software exists as of the date of download and any modifications or updates thereto that Chirp may make generally available hereunder from time to time in its sole discretion.

(c) Section 3.1 is replaced in its entirety as follows:

Section 3.1 Limited License Grant. Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement, Chirp hereby grants to Licensee for the term of this Agreement, a temporary, non-exclusive, non-transferable, non-sub-licensable, limited license to:(a) use internally and reproduce Chirp SonicLink Software and create Modifications solely for optimizing the Chirp SonicLink Software in conjunction with Licensee Products that use Chirp Products; and (b) copy and distribute Chirp SonicLink Software to allow for sampling and testing of Licensee Products, provided that in each instance the Chirp SonicLink Software and Modifications are distributed solely and exclusively in Binary Code and embedded in Licensee Products that utilize Chirp Products. Other than as provided in this Section 3.1, no license under any of Chirp’s trade secret, patent, copyright, mask work right, or other intellectual property right is granted to or conferred upon Licensee for its use of Chirp SonicLink Software, either expressly, by implication, inducement, estoppel, or otherwise, and that any further license under such intellectual property rights must be express and in writing. Apart from this limited license, it is expressly forbidden to otherwise use the Chirp SonicLink Software provided. Licensee may NOT engage Subcontractors to exercise any of Licensee’s rights herein. For the avoidance of doubt, in the event that Licensee wishes to distribute the Chirp SonicLink Software for any commercial use other than the limited evaluation rights described above, Licensee and Chirp must sign a separate written agreement granting those rights.

Exhibit A: Licensed Material is permitted to be used solely and exclusively with the following Chirp Products: CH101, CH201.