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SEGGER’s Commercial-use License (CUL) Agreement

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November 4th 2022

This is a legal agreement between "you" (either as an individual or a single entity) and SEGGER Microcontroller GmbH ("SEGGER") for the SEGGER software product this license agreement is distributed with ("Software"). By using the Software for commercial use (as defined by the SEGGER's Friendly License (SFL)[https://www.segger.com/license-sfl]), you agree to be bound by the terms of this agreement. All IP rights, title and interest in the Software is and shall at all times remain with SEGGER.

LICENSE GRANT

Subject to the payment of the applicable license fee, SEGGER grants to you a personal, non-exclusive license to install and use the Software. The use of the Software is limited to the specific license model purchased and the target architecture as specified by SEGGER.

LICENSE MODELS

J-Link locked License:

The J-Link locked License entitles an individual to use the Software with a specific SEGGER J-Link debug probe only, identified by its unique serial number. The SEGGER J-Link locked License may be used by an individual only on a single, self-contained computer unit (stationary or portable), directly and physically connected to the SEGGER J-Link debug probe. A switch of the specific SEGGER J-Link debug probe to another SEGGER J-Link debug probe may be allowed by SEGGER; provided that the initial SEGGER J-Link debug probe has been identified and approved as defective by SEGGER. The Software may not be accessed by other individuals from or on other computer units NOT directly and physically connected to the specific SEGGER J-Link (except for access via J-Link tunnel mode). The number of individuals within an organisation, company, entity or a like to use the Software under this J-Link locked License model, if more than one, is defined by the number of SEGGER J-Link debug probes identified by their unique serial numbers on the PO and related order confirmation.

PC-locked License (where applicable, upon request):

A PC-locked License is a personal, non-exclusive license for an individual to use the Software while locked to the MAC address of a PC where the software is installed. The PC-locked License may be used by the individual only on one single, self-contained computer unit (stationary or portable), designated and identified through its MAC address or other means of identification. PC-locked Licenses are available from SEGGER upon request.

Automated Environment License (where applicable, upon request):

An Automated Environment License entitles you to use the Software in automated environments, such as build servers or continuous integration systems. An Automated Environment License may not be used to actively develop a project. An Automated Environment License may not be used with works which have been created without a commercial use license. An Automated Environment License is not locked to the hardware and may be installed and used on one single computer unit or virtual machine instance.

Device-based License:

In cooperation with selected silicon vendors, the Software is made available free of charge.
The Device-based License entitles you to use the Software under defined circumstances, such as for and with specified devices, only.

Floating License (where applicable, upon request):

A Floating License entitles any person employed by you and working within your company network to use the Software. However, the number of persons to concurrently use the Software is limited. The limitation is defined by the number of seats associated with the license. A floating license is installed on an instance of the SEGGER license server on your company network. The license manager releases concurrent licenses for as many persons as you have purchased seats for.

Unlocked Developer-based License (where applicable, upon request):

Such license entitles you to designate a limited number of uniquely named developers employed by you to use the Software on any of their workstations. The number of uniquely named developers is stated on the related purchase order and order confirmation. It is solely your responsibility to ensure that only the designated developers use the Software under this license. You shall maintain a list of designated developers and provide it to SEGGER upon request. Only the uniquely named developers on the list are entitled to receive technical support from SEGGER.

Site License (upon request):

A Site License entitles you, as a single legal entity, to designate an unlimited number of persons employed by you and working in facilities located within one city or within a range of 20 miles (whichever is greater) to use the Software in connection with the development and creation of your Products. The city is defined in the PO and related order confirmation.

Company-wide License (upon request):

A Company-wide License entitles you, as a single legal entity, to designate an unlimited number of persons employed by you to use the Software in connection with the development and creation of your Products. The use of the Software by your Consultants or Affiliates or Subsidiaries is not permitted and requires the purchase of additional licenses or a Global license.

Global License (upon request):

A Global License entitles you, as a single legal entity, to designate an unlimited number of persons employed by you to use the Software in connection with the development and creation of your Products. The use of the Software by your Affiliates or Subsidiaries is permitted, provided that you have an ownership of more than 50% of the controlled Affiliate or Subsidiary's voting shares.
An Affiliate or Subsidiary will be entitled to use the Software only during the period when such control exists.

RESTRICTIONS

1. You may not:
(a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software,

(b) sell, rent, lease, sublicense, or otherwise transfer rights in the Software,

(c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or label in the Software,

(d) redistribute or encumber the Software without prior written authorisation from SEGGER.

2. The Software may include source code which you may use for and with the Software only.

Such source code is marked in the header comment or a corresponding document (e.g. LICENSE.md).

You may not:

(a) use the source code or parts of it outside of the intended use in the Software,

(b) use the source code or the output (object code) generated from it without a valid license for the Software.

3. Without prejudice to any other rights, SEGGER may terminate this agreement if you fail to comply with foregoing restrictions.

WARRANTY AND LIABILITY

SEGGER warrants that, for 12 months from the date of the initial shipment of the Software or, where applicable, the shipment date of the related activation key, to you (the "Warranty Period"), the Software shall operate substantially in accordance with the published functional specifications in effect at the time of shipment. If, during the Warranty Period the Software is found to be defective, SEGGER will use its reasonable efforts to correct the deviation within a reasonable time after notification from you. The entire liability of SEGGER, and its suppliers and your exclusive remedy shall be, at the option of SEGGER, either to return the price paid to SEGGER or to replace the Software (a maximum of 3 replacements). The warranty set forth in this section is the only warranty made by SEGGER and SEGGER expressly disclaims all other warranties whether express or implied including, without limitation, warranties of merchantability and fitness for a particular purpose and non-infringement.

In developing the Software SEGGER attempted to offer the most current, correct and clearly expressed information possible. Nonetheless, errors may occur and SEGGER does not warrant that the Software is free from bugs, errors, or other program limitations. If, during the Warranty Period, a defect appears in the Software, you shall notify SEGGER. To correct the deviation you must give detailed information about the error and the target application. SEGGER makes no representation and provides no warranty or guarantee that the Software will be suited to Your particular needs or use. Except to the extent prohibited by applicable law, in no event shall SEGGER nor any of its distributors or affiliates be liable to you for any direct, indirect, punitive, special, incidental or consequential damages, including lost profits, business interruption and like damages, even if advised of the possibility of such losses or damages. The total monetary liability of SEGGER shall be limited to the amount actually paid by you for the Software License.

3RD-PARTY SOFTWARE AND LICENSES

More information about 3rd-party components, if any, included in the Software and the licenses that these components are under can be found in the file doc/license/3rd-party.txt after installation of the Software.

MISCELLANEOUS

(a) This agreement shall be governed by the laws of the Federal Republic of Germany (with the exception of its rules on conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods - CISG). This agreement constitutes the entire agreement between the parties concerning the subject matter hereof.

(b) If any provision in this agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this agreement if no such modification is possible, and other provisions of this agreement shall remain in full force and effect. This agreement may be changed only by an amendment in writing, signed by both parties.

(c) If any SEGGER professional services are being provided, then such professional services are provided pursuant to the terms of a separate agreement.