Software License Agreement
BY DOWNLOADING, INSTALLING AND/OR USING (INCLUDING COPYING) THE LICENSED SOFTWARE, 
LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF LICENSEE 
DOES NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE (INCLUDING YOU) 
SHALL NOT DOWNLOAD, INSTALL AND/OR USE (INCLUDING COPYING) THE LICENSED SOFTWARE

1.	Definitions
The following defined terms shall have the meanings set forth below.
1.1	"Agreement" shall mean this Software License Agreement.
1.2	"Confidential Information" shall mean ideas, concepts and information incorporated in the Licensed 
Software, the source code of the Licensed Software (to the extent provided), the Documentation and the 
content of this Agreement. In addition to the foregoing, Confidential Information shall mean any and all 
financial, commercial, business or technical information and data disclosed, in any medium or form, by 
Infineon or one of its Subsidiaries or by Licensee or one of its Subsidiaries ("Discloser") to Infineon or one of 
its Subsidiaries (which shall be considered as disclosure by Discloser to Recipient) or to Licensee or one of 
its Subsidiaries (which shall be considered as disclosure by Discloser to Recipient)("Recipient") under and/or 
in connection with this Agreement which (i) is marked "Confidential" or similar (ii) is designated as 
confidential before, during or within thirty (30) days after disclosure or (iii) a reasonable person would expect 
to be treated as confidential.
1.3	"Documentation" shall mean the technical information (if any) provided by Infineon along with the Licensed 
Software, such as user guide, installation guide, release notes, etc.
1.4	"Infineon" shall mean Infineon Technologies AG, Am Campeon 1-15, 85579 Neubiberg, Germany, 
Germany, or a specific Affiliate of Infineon Technologies AG, who is licensing the Licensed Software to 
Licensee according to the terms and conditions of this Agreement.
1.5	"Infineon Hardware" shall mean Infineon semiconductor devices for which the Licensed Software is 
intended, such as microcontrollers, sensors and digital microphones, etc.
1.6	"Licensee" means the company or individual indicated in the Registration.
1.7	"Licensed Items" shall mean the Licensed Software and the Documentation.
1.8	"Licensed Software" shall mean the software package provided by Infineon under this Agreement as well 
as updates (if any) made available by Infineon to Licensee at Infineon’s discretion.
1.9	"Party" shall mean Infineon or Licensee. Both may be collectively referred to as "Parties".
1.10	"Registration" means an account with Infineon's internet service MyICP, MyInfineon.com, Infineon 
Development Center or other Infineon download platforms as may be provided to Licensee enabling the 
download of the Licensed Software.
1.11	"Subsidiary" shall mean any company in which either Party, directly or indirectly, through one or more 
intermediaries, owns more than fifty percent (50%) of such company’s capital or equivalent voting rights, for 
as long as such ownership subsists.
1.12	"You" shall mean (i) if Licensee is a company, an individual acting in the ordinary course of business of 
Licensee, or (ii) if Licensee is an individual, Licensee.

2.	License Grant
2.1	For the Term and subject to the terms and conditions including Section 5 of this Agreement, Infineon hereby 
grants Licensee under Infineon's intellectual property rights in the Licensed Items a limited, worldwide, non-
exclusive, non-transferable, non-assignable, non-sublicensable right to:
i)	use and reproduce the Licensed Software only in conjunction with Infineon Hardware;
ii)	modify the source code of the Licensed Software (to the extent said source code is provided) only as 
required to exercise the rights pursuant to Section 2.1i);
iii)	use the Documentation only as required in order to exercise the rights pursuant to Section 2.1i) and ii);
always provided that the Licensed Software and the Documentation are used by Licensee only for evaluation 
purposes and only internally within Licensee .
2.2	Licensee may exercise the rights granted pursuant to Section 2.1 by its Subsidiaries, provided that the 
exercise of license rights pursuant to Section 2.1 are limited to Licensee's Subsidiaries, and always provided 
that Licensee agrees to be fully liable towards Infineon for any and all damages arising out of any acts or 
omissions resulting from the exercise of license rights pursuant to this Section 2.1.
2.3	Except for the limited rights granted in this Section 2, Infineon retains all right, title and interest in and to the 
Licensed Items and all intellectual property rights therein. The license rights granted pursuant to this 
Agreement do not transfer to Licensee title or ownership in the Licensed Items or any copies thereof, or any 
of the intellectual property rights therein.
2.4	Licensee hereby grants to Infineon and its Subsidiaries a limited, a world-wide, non-exclusive, sublicensable, 
transferable, perpetual, irrevocable, fully paid-up license under all intellectual property rights contained in any 
modifications of the Licensed Software made by or on behalf of Licensee in accordance with this Agreement 
(which shall be made available to Infineon with a reasonable time frame after their creation) to reproduce, 
distribute, display, perform and to create derivative works of and otherwise modify the Licensed Software. 
The Parties agree that the principal purpose of the foregoing license is to prevent Infineon from being 
blocked in its further development and exploitation of the Licensed Software.

3.	Open Source Licensed Software / Third-Party Software
3.1	Parts of the Licensed Software may be licensed under free and/or open source licenses (such as the GNU 
General Public License) or other licenses from third parties ("Third-Party Software").
3.2	This Agreement does not limit or supersede Licensee's rights under the license of any such Third-Party 
Software. In case of conflict, the license terms of such Third-Party Software shall supersede the terms and 
conditions of this Agreement. Licensee may redistribute Third-Party Software only in compliance with the 
licensing terms applicable to such Third-Party Software. If Licensee is entitled to receive the source code 
from Infineon for any Third-Party Software included with the Licensed Software, either the source code will 
be included with the Licensed Software or Licensee may obtain the source code at no charge from 
https://www.infineon.com/cms/en/design-support/software/free-and-open-source-software-foss/ or any 
website as may be provided to Licensee. The applicable license terms will accompany each source code 
package. To review the license terms applicable to any Third-Party Software for which Infineon is not 
required to provide Licensee with source code, please see the Licensed Software's installation directory on 
Licensee's computer.
3.3	If licensing terms of Third-Party Software, which are part of Licensed Software, require that the source code 
of such Third-Party Software to be made available and such source code:
i)	is not made available as part of the Licensed Software;
ii)	in case of distribution of the Licensed Software by download, is not made available for download; 
iii)	is not made available otherwise in accordance with the applicable open source software license terms; 
or
iv)	is not made available via the hyperlinked website in section 3.2;
the source code of such Third-Party Software may be obtained for as long as Infineon offers customer 
support for the Licensed Software, but at least three (3) years following distribution of the Licensed Software, 
by contacting Infineon.

4.	Restrictions
4.1	Unless permitted otherwise by this Agreement, Licensee shall not itself or through any third party:
i)	reproduce the Licensed Items except and only to the extent permitted by applicable law despite this 
restriction;
ii)	reverse engineer, decompile and/or disassemble any Licensed Software not provided in source code 
form except and only to the extent permitted by applicable law despite this restriction;
iii)	remove any copyright notices contained in the Licensed Items;
iv)	publicly display, publicly perform, publish or broadcast the Licensed Items without Infineon's prior 
written approval;
v)	sell, lease, license or sublicense the Licensed Items without Infineon's prior written approval;
vi)	make available the Licensed Items or assign or otherwise transfer any right in the Licensed Items to 
third parties;
vii)	use the Licensed Items for the purposes of determining whether they or any Infineon products are 
covered by any intellectual property rights (including without limitation patents and copyrights) of 
Licensee or any other third party;
viii)	directly or indirectly bring any suit before any court or administrative agency or otherwise assert any 
claim against Infineon, its Affiliates and/or any of their respective suppliers and/or customers due to 
their development, use, reproduction, manufacturing, marketing, sale, distribution, licensing, 
sublicensing or other disposal of the Licensed Items or any Infineon products based on infringement of 
any of Licensee's intellectual property rights (including without limitation patents and copyrights).
4.2	Licensed Software delivered by Infineon under this Agreement shall not be used in any applications where a 
failure or any consequences of the use of the Licensed Software can reasonably be expected to result in 
personal injury or death, which might include without limitation medical, aviation or aerospace applications. 
However, the foregoing shall not prevent Licensee from using Licensed Software in such fields of application 
(e.g. automotive applications) if the Licensed Software is explicitly designed and licensed for by Infineon, 
provided that the overall responsibility for the system in which Licensee integrates the Licensed Software as 
well as the system integration lies with Licensee. 

5.	Taxes
The Parties are in agreement that for tax purposes neither this Agreement nor any other agreement 
established between the Parties reclassifies this royalty-free license or free of charge services into a license 
or service for consideration. Should Licensee nevertheless be assessed with taxes in its country of residence 
in connection with this Agreement, Licensee will bear such taxes.

6.	Warranty
Without prejudice to Section 7, the Licensed Items provided by Infineon under this Agreement are provided 
"AS IS" without any warranty or liability of any kind and Infineon hereby expressly disclaims any warranties 
or representations, whether express, implied, statutory or otherwise, including but not limited to warranties of 
workmanship, merchantability, fitness for a particular purpose, defects in the Licensed Items, or non-
infringement of third parties' intellectual property rights.

7.	Liability
7.1	Nothing in this Agreement shall limit or exclude Infineon's liability under mandatory statutory liability laws, or 
in cases of Infineon's intentional misconduct or gross negligence.
7.2	Without prejudice to Section 7.1, Infineon's liability under and/or in connection with this Agreement shall be 
excluded in all other cases.
7.3	Notwithstanding the above and regardless of the cause in law, Infineon shall 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.

8.	Confidentiality
8.1	Unless expressly agreed otherwise by the Parties, Confidential Information shall
i)	be used and reproduced by Recipient for the sole purpose of performing Recipient's rights and/or 
obligations under or in connection with this Agreement;
ii)	be treated by Recipient with the same degree of care to avoid unauthorized disclosure to any third 
party as with respect to Recipient's own confidential information of like importance but with no less 
than reasonable care;
iii)	not be reverse engineered, decompiled or disassembled by Recipient; and
iv)	not be distributed, disclosed, or disseminated in any way or form by Recipient to anyone, except that 
Recipient may disclose Discloser's Confidential Information to its Subsidiaries who have a reasonable 
need to know such Confidential Information, and who are bound to confidentiality not less stringent 
than under this Agreement. Notwithstanding the foregoing, Recipient may disclose this Agreement to 
its accountants, attorneys and financial advisors who are bound to confidentiality not less stringent 
than under this Agreement, solely to the extent necessary for the performance of their services. 
Recipient shall be fully liable towards the other Party for any and all damages arising out of any acts or 
omissions resulting from the access to Confidential Information by third parties stipulated in this 
Section 8.1 iv).
8.2	The obligations as per Section 8.1 shall not apply to any information, that Recipient can demonstrate
i)	is at the time of disclosure already in the public domain or later becomes available to the public 
domain through no breach by Recipient of this Agreement, except that Confidential Information shall 
not be deemed to be in the public domain merely because a part of the Confidential Information is 
embodied in general disclosures or because individual features, components or combinations thereof 
are now or become known to the public;
ii)	is received by Recipient from a third party free to lawfully disclose such information to Recipient 
without obligations of confidentiality;
iii)	was in Recipient's lawful possession prior to receipt from Discloser as evidenced by written 
documentation;
iv)	is independently developed by Recipient without the benefit of any of Discloser's Confidential 
Information as evidenced by written documentation;
v)	is approved for release by Discloser in writing; or
vi)	is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or 
authorized government agency, provided that Recipient provides Discloser prompt notice of the order 
and at Discloser's request and expense reasonably cooperates with Discloser's efforts to receive a 
protective order or otherwise limit disclosure.
8.3	All Confidential Information disclosed pursuant to this Agreement shall remain the property of Discloser. 
Unless explicitly stated otherwise in this Agreement, no license or right of use under any patent or patentable 
right, copyright, trademark or other proprietary right is granted or conveyed by this Agreement. The 
disclosure of Confidential Information shall not result in any obligation to grant Recipient any rights therein.
8.4	Upon Discloser's written request, Discloser's Confidential Information under Recipient's control, along with all 
copies thereof, shall (i) if available in electronic form be destroyed or (ii) if available in physical form be 
destroyed or returned as per Discloser's instructions. Destruction shall be confirmed by Recipient in writing, 
within sixty (60) days from such request. Notwithstanding the foregoing, Recipient may retain a copy of 
Discloser's Confidential Information if required for legal, regulatory or corporate governance purposes or if 
stored in computer backups or similar archives, provided that Recipient does not use the Confidential 
Information for any other purposes. Sections 8.1 ii) to 8.4 (but excluding the right to disclose Discloser's 
Confidential Information to third parties pursuant to Section 8.1 iv) shall survive termination or expiration of 
this Agreement.

9.	Term and Termination
9.1	This Agreement shall become effective upon Licensee's acceptance of the terms and conditions of this 
Agreement and shall remain in effect for an unlimited term unless terminated earlier as permitted under this 
Section 9 (“Term”).
9.2	Notwithstanding Section 9.1, this Agreement shall automatically terminate upon the occurrence of either one 
or more of the following events stated below:
i)	if a third party claims to have intellectual property rights in the Licensed Software;
ii)	if Licensee or any of Licensee's Subsidiaries directly or indirectly brings any suit before any court or 
administrative agency or otherwise asserts any claim against Infineon and/or any of its Affiliates, 
suppliers or customers due to their development, use, reproduction, manufacturing, marketing, sale, 
offer to sale, distribution, importation, licensing, sublicensing or other disposal of the Licensed Items or 
Infineon Hardware based on infringement of any intellectual property rights (including without limitation 
patents and copyrights); or
iii)	in case of a change of control of Licensee.
9.3	Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Licensee 
under this Agreement shall immediately cease.
9.4	The provisions of Sections 4, 6, 7, 8 and 9.4 shall survive any termination or expiration of this Agreement.

10.	Force Majeure
Neither Party shall be liable to the other for failure in the performance of any of its obligations under this 
Agreement for the time and to the extent such failure is caused by force majeure such as, but not limited to, 
riots, civil commotions, wars, strikes, freight embargo, shortage of supply, lock-outs, hostilities between 
nations, governmental laws, orders or regulations, actions by the government or any agency thereof, storms, 
floods, fires, epidemics, pandemics, sabotages, explosions or any other contingencies beyond the 
reasonable control of the respective Party or its sub-contractors. In such events, the affected Party shall 
promptly inform the other Party of such circumstances, and the performance of obligations hereunder shall 
cease during, but not longer than, the period of existence of such cause and the period reasonably required 
to perform the obligations.

11.	Export Control
11.1	It is the responsibility of Licensee to comply with all applicable export control, anti-terrorism and trade laws 
and regulations as well as applicable national laws, as relevant to any goods, technologies or services 
purchased or received from Infineon ("Foreign Trade Regulations"). Insofar as Licensee incorporates any 
goods, technologies or services delivered by Infineon into any items, Licensee agrees and confirms that 
Licensee shall not export or re-export, directly or indirectly, those items to any country, destination, or 
individual, for which an export authorization or other governmental or official approval is required, without 
first obtaining such authorization or approval.
11.2	Any purchase order placed under this Agreement and any confirmations may be subject to necessary export 
authorizations being granted. When such authorization cannot be obtained, the agreement or the affected 
purchase shall be void per Infineon’s notice.
11.3	Licensee shall not use, directly or indirectly, any goods, technologies or services delivered by Infineon for 
nuclear technology, weapons of mass destruction, or carriers thereof. Further, except for memory solution 
goods, technology or services, Licensee shall not use any goods, technologies or services delivered by 
Infineon in weapon systems.
11.4	Any goods or services that are controlled and subject to applicable national export licenses shall not be 
supplied to military, paramilitary, police, intelligence agencies or civil administrations of such institutions or 
other institutions acting on behalf of them.
11.5	In case of breach of any of the obligations mentioned, the termination rules as agreed between the Parties 
shall apply and Infineon shall be entitled to seize adequate measures without any liability including 
termination of this Agreement or any individual purchase agreement entered into hereunder. Infineon shall 
communicate the reason for termination or other measures to Licensee without undue delay. Infineon may 
also be required to inform competent export control authorities.

12.	Applicable Law / Dispute Resolution
12.1	This Agreement shall be governed by and construed in accordance with the law in force in 
Switzerland without reference to its conflict of law provisions. The application of the United Nations 
Convention on Contracts for the International Sale of Goods of 11 April 1980 shall be excluded.
12.2	The exclusive place of jurisdiction for all legal disputes arising out of or in connection with this 
Agreement shall be Zurich, Switzerland. However, nothing in this Agreement shall preclude either 
Party from seeking interim measures of protection in any court of competent jurisdiction.

13.	Miscellaneous
13.1	Licensee may not assign this Agreement, transfer its obligations or assign its rights hereunder without the 
prior written consent of Infineon.
13.2	No express or implied waiver by any of the Parties to this Agreement of any breach of any term, condition or 
obligation of this Agreement shall be construed as a waiver of any subsequent or continuing breach of that 
term, condition or obligation or of any other term, condition or obligation of this Agreement of the same or of 
a different nature. Any waiver, consent, or approval of any kind regarding any breach, violation, default, 
provision or condition of this Agreement must be in writing and shall be effective only to the extent 
specifically set forth in such writing.
13.3	The Parties are independent contractors and nothing in this Agreement is intended or shall be construed as 
to one Party being considered or permitted to be an agent, partner, or joint venturer of the other Party.
13.4	Licensee shall not make any public announcement, press release, industry trade magazines announcement 
or other form of communication to the press regarding the collaboration between Infineon and Licensee 
without Infineon's prior written consent.
13.5	Any additions or amendments to this Agreement shall only be valid if made in writing and signed by the 
Parties; this written form requirement shall also be considered fulfilled where signatures are exchanged 
electronically on scanned copies via fax or email (PDF scan), or an electronic signature process is used (e.g. 
DocuSign or Adobe Sign). This written form requirement can only be waived or changed as set forth in the 
preceding sentence.
13.6	This Agreement may be executed in any number of counterparts, which shall together constitute one 
Agreement. Any party may enter into this Agreement by signing any such counterpart.
13.7	The effectiveness of this Agreement shall not be impaired if any provision of this Agreement should be 
completely or partially invalid or unenforceable. In this case, the Parties shall agree on a provision that meets 
the economical intention of the invalid or unenforceable provision.
13.8	This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject 
matter hereof and supersedes all previous communications, discussions, understandings, agreements and 
negotiations between the Parties with respect to such subject matter hereof. General terms and conditions of 
neither Party shall apply within the scope of this Agreement.
