Z-WAVE CONTROLLER DEVELOPMENT KIT LICENSE AGREEMENT
Version 20180405
THIS Z-WAVE CONTROLLER DEVELOPMENT KIT LICENSE AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF THE SILICON LABS PROGRAM. INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE, INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT REGARDLESS OF WHETHER YOU CLICK THE “ACCEPT” BUTTON. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OR IF YOU ARE NOT AUTHORIZED TO ACCEPT THE TERMS OF THIS LICENSE ON BEHALF OF YOUR EMPLOYER, DECLINE THE LICENSE TERMS AND DO NOT USE THE SOFTWARE OR DOCUMENTATION. THESE TERMS GOVERN YOUR CONTINUED USE OF THE SILICON LABS PROGRAM THAT YOU DOWNLOAD NOW OR IN THE FUTURE, INCLUDING SUCH ADDITIONAL SOFTWARE MADE AVAILABLE TO YOU THROUGH THE SILICON LABS PROGRAM YOU HAVE SELECTED, AND ALL UPDATES AND VERSIONS OF SUCH SOFTWARE.
1. DEVELOPMENT LICENSE GRANT.
1.1. License Grant. Subject to the terms and conditions of this Agreement and for valuable consideration, Silicon Labs grants to Licensee a non-exclusive, non-transferable, royalty-free license as follows:
1.1.1. Licensee may use the Silicon Labs Program to develop Applications for Licensee Products that utilize Silicon Labs ICs for radio frequency (RF) communication.
1.1.2. Licensee may incorporate the Silicon Labs Program into the Licensee Product.
1.1.3. Licensee may use the Silicon Labs Program for the purpose of designing, developing, and testing the Licensee Product.
1.1.4. Licensee may modify the sample source code included in the Silicon Labs Program and include all or part of such sample source code in an Application.
1.1.5. Licensee may use and link the Z-Wave Protocols as needed for an Application; provided, however, that the Z-Wave Protocols may not be modified, decompiled, or reverse-engineered in any form or any manner.
1.1.6. Licensee may manufacture, or have manufactured by Authorized Manufacturer(s), Licensee Products containing the Silicon Labs Program, the design of which is based in whole or in part on the Silicon Labs Program, provided that the Licensee Product is submitted to and passes Certification, as set forth in Section 3, prior to manufacturing the Licensee Product or distributing the Licensee Product to customers.
1.1.7. No implied license is granted and all rights not expressly granted herein to Licensee are retained by Silicon Labs and its licensors.
1.2. License Restrictions. Except as expressly provided in this Agreement, Licensee shall not:
1.2.1. sublicense, transfer, distribute or otherwise disclose the Silicon Labs Program in source or in binary form, or any portion of it, to any third party who is not a Z-Wave Licensee;
1.2.2. copy or use the Silicon Labs Program for any purpose except only as strictly necessary for the normal operation and authorized use of the Silicon Labs Program;
1.2.3. alter, modify, translate, decompile, disassemble or otherwise reverse engineer any portion of the Silicon Labs Program;
1.2.4. attempt to derive the source code of any portion of the Silicon Labs Program that has not been otherwise provided in source code;
1.2.5. prepare derivative works of the Silicon Labs Program;
1.2.6. use, or permit any use of, the Silicon Labs Program to develop an Application that would commit, or facilitate the commission of, any crime or other illegal or tortious act;
1.2.7. use the Silicon Labs Program to develop applications for any product that does not contain a Silicon Labs IC;
1.2.8. distribute any documentation provided with the Silicon Labs Program to any third party;
1.2.9. use or display the Z-Wave Trademark;
1.2.10. make any claim of certification or compliance with Z-Wave with or without the use of the Z-Wave Trademark; or
1.2.11. use, or permit any use of, the Silicon Labs Program to develop an Application that would commit, or facilitate the commission of, any crime or other illegal or tortious act.
1.3. Licensee shall not publish the Silicon Labs Program in any manner that would cause it to become part of the public domain or otherwise become subject to the terms of any open source software license, including but not limited to the general public license (GPL) or the lesser general public license (LGPL).
2. Z-WAVE CERTIFICATION.
2.1. Licensee shall not manufacture or distribute Licensee Products or Applications to end-users for any purpose or in any manner without first obtaining Z-Wave Certification for such Licensee Product and Application. Z-Wave Certification of one Licensee Product or Application does not cover any other Licensee Product or Application; each License Product and Application must obtain its own Z-Wave Certification. THIS SECTION IS A MATERIAL TERM OF THIS AGREEMENT, AND BREACH OF THIS PROVISION SHALL BE CAUSE FOR IMMEDIATE TERMINATION OF THIS AGREEMENT AND THE LICENSES CONTAINED HEREIN.
2.2. Notwithstanding Z-Wave Certification, Silicon Labs is not responsible for the interoperability of Licensee Products or Applications.
3. TRADEMARK LICENSE.
3.1. Subject to first obtaining Z-Wave Certification for each respective Licensee Product and Application, Silicon Labs hereby grants to Licensee a limited, non-exclusive, non-transferable, royalty-free right and license to use the Z-Wave Trademark solely for use by Licensee on the Z-Wave Certified Licensee Products or Application, and on promotional and marketing materials for such products. Silicon Labs shall have the right to approve the form and manner of use of the Z-Wave Trademark. When using the Z-Wave Trademark, Licensee shall indicate Silicon Labs’ ownership of the Z-Wave Trademark. Silicon Labs will provide to Licensee specifications and requirements for the exact use of the Z-Wave Trademark and Licensee agrees to meticulously follow all specifications and requirements of Silicon Labs for the Z-Wave Trademark. All use by Licensee of the Z-Wave Trademark shall inure to the exclusive benefit of Silicon Labs. Except as expressly authorized by this Section 3, Licensee will not make any use of Silicon Labs’ Z-Wave Trademarks, service marks or trade names. Licensee agrees to affix its own trademark(s) to the Licensee Products in such a manner and physical location that there is no confusion between the Z-Wave Trademark and Licensee’s mark and that the Z-Wave Trademark is not adversely affected.
3.2. Licensee acknowledges and agrees that: (i) it will not have or acquire any right in or to the Z-Wave Trademark; (ii) Silicon Labs owns the exclusive right, title and interest in and to the Z-Wave Trademark; and (iii) Licensee will not, directly or indirectly, in any country or location, dispute the ownership of the Z-Wave Trademark. Licensee agrees that it will not adopt, use or register as a trademark, service mark, trade name, business name, corporate name or any part thereof, any word or symbol or combination thereof that is identical or confusingly similar to the Z-Wave Trademark. Licensee shall promptly notify Silicon Labs of any infringement or potential infringement, imitation or misuse of any Z-Wave Trademark that comes to Licensee’s attention, and shall assist Silicon Labs, at Silicon Labs’ request, in any infringement action by Silicon Labs to enforce Silicon Labs’ rights.
3.3. After a Licensee Product or Application has passed the Z-Wave Certification Program, Licensee may not market or distribute such Licensee Product or Application without displaying the Z-Wave Trademark.
4. OWNERSHIP.
4.1. Silicon Labs Intellectual Property. As between the parties, Silicon Labs (and its licensors) retains all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Silicon Labs Program, and derivative works thereof, and to anything developed by or for Silicon Labs and delivered to Licensee under this Agreement. Licensee agrees that it will promptly disclose to Silicon Labs information about all modifications and improvements it makes to the Silicon Labs Program, and provide copies of such modifications and improvements to Silicon Labs at Silicon Labs’ request. Licensee agrees that all such modifications and improvements shall be owned by Silicon Labs and shall be deemed included the Silicon Labs Program licensed hereunder. To effectuate such ownership, Licensee hereby assigns, and agrees to assign, to Silicon Labs all right, title and interest in such modifications and improvements to the Silicon Labs Program and all related inventions, including all related Intellectual Property Rights. Notwithstanding the foregoing, Licensee undertakes to and covenants with Silicon Labs that it will not commence or threaten any lawsuit or other proceedings against Silicon Labs or its Affiliates, or any of their respective licensees or customers, in any jurisdiction, where such proceedings allege infringement of said party’s Intellectual Property Rights by any modifications made by Licensee. Licensee shall include corresponding restrictions in its agreements with its Affiliates, product developers, authorized purchasers, and licensees to prohibit such infringement claims against Silicon Labs.
4.2. Licensee Content and Applications. Except to the extent of any incorporated component of the Z-Wave Controller Development Kit and/or Z-Wave Technology, all right, title, and interest in Licensee Content and Applications belongs to Licensee. This Agreement does not transfer or assign to Silicon Labs any Intellectual Property Right of Licensee in or to the Application or Licensee Product or any part thereof.
4.3. Reservation of Rights. All rights of either Party not expressly granted in this Agreement are reserved, and no additional rights or licenses are granted under Intellectual Property Rights of either Party by implication or estoppels or otherwise.
5. DELIVERY.
Subject to the terms and conditions of this Agreement, the Silicon Labs Program shall be delivered to Licensee via download from the Silicon Labs technical support website after acceptance of this Agreement by Licensee.
6. FEES AND PAYMENT.
Licensee shall pay to Silicon Labs or Authorized Distributor, as applicable, all license fees associated with the Z-Wave Controller SDK prior to downloading the Silicon Labs Program.
7. TAXES.
The fees payable hereunder do not include, and Licensee will pay or reimburse Silicon Labs for, any sales, use, value added or other taxes based on or measured by amounts payable to Silicon Labs hereunder (excluding only taxes based on Silicon Labs’ net income) or any export, import or other governmental charges and any interest or penalties assessed on any of the foregoing.
8. UPDATES.
Silicon Labs reserves the right to make changes or updates to the Silicon Labs Program (such as technical configurations, upgrades, bug fixes, application features, etc.) during the term of this Agreement to reflect changes in technology and/or industry practices. Licensee shall accept all such changes or updates to the Silicon Labs Program.
9. SUPPORT.
Silicon Labs will, at no further charge to Licensee, provide basic training and development support in connection with Licensee’s use of the Silicon Labs Program, to such extent and in such manner (typically by phone and/or email) as Silicon Labs, at its sole discretion, determines to be reasonable.
10. CONFIDENTIALITY.
Licensee shall treat Silicon Labs’ Confidential Information with the same standard of care that Licensee uses to safeguard its own valuable confidential information of like nature from unauthorized access, use, disclosure or dissemination, but not with less than reasonable care. Licensee shall use Confidential Information including its tangible embodiments only in accordance with the provisions of this Agreement. Licensee may provide the Confidential Information to its employees only on a need to know basis. All employees of Licensee who receive Confidential Information of Silicon Labs must be bound by customary confidentiality obligations. Notwithstanding the foregoing, the Licensee may use or disclose Confidential Information if and only to the extent: (i) it is required to do so by law provided that the receiving party gives the disclosing party sufficient notice to enable it to seek an order limiting or precluding such disclosure; or (ii) the disclosing party gives its prior written authorization to do so which is signed by an officer of the disclosing party. Each party agrees to keep confidential and not to disclose the terms and conditions of this Agreement to any third party other than: (i) in confidence to its Affiliates, actual or potential investors, banks, lawyers, accountants and other professional advisors, and (ii) in connection with the enforcement of its rights under this Agreement. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” SILICON LABS DOES NOT MAKE ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
11. SECURITY AND PROTECTION OF LICENSEE DATA.
Without limiting Silicon Labs’ obligation of confidentiality as further described herein, Silicon Labs has no obligation to establish and maintain a data privacy and information security program with regard to Licensee’s use of any third-party Cloud Service. For the avoidance of doubt, Silicon Labs shall not be responsible for physical, technical, security, administrative, and/or organizational safeguards that are designed to ensure the security and confidentiality of the Licensee Content or Application in any third-party Cloud Service that Licensee chooses to utilize.
12. WARRANTIES; DISCLAIMER OF WARRANTY.
THE SILICON LABS PROGRAM AND ANY RELATED DOCUMENTATION OR TOOLS IS PROVIDED TO LICENSEE "AS IS" AND "WITH ALL FAULTS", WITHOUT WARRANTY OF ANY KIND FROM SILICON LABS. LICENSEE ASSUMES ALL RISKS THAT SILICON LABS PROGRAM IS SUITABLE OR ACCURATE FOR LICENSEE’S NEEDS AND LICENSEE’S USE OF THE SILICON LABS PROGRAM IS AT LICENSEE’S OWN DISCRETION AND RISK. WITH RESPECT TO THIRD-PARTY CLOUD SERVICE, SILICON LABS DOES NOT GUARANTEE: (A) THAT THE USE OF THE SILICON LABS PROGRAM IN A THIRD-PARTY CLOUD SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED; (B) THAT SILICON LABS WILL CORRECT ANY THIRD-PARTY CLOUD SERVICE ERRORS; OR (C) THAT THE THIRD-PARTY CLOUD SERVICES WILL OPERATE IN COMBINATION WITH LICENSEE’S CONTENT OR APPLICATIONS THAT UTILIZE THE SILICON LABS PROGRAM OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY SILICON LABS. LICENSEE ACKNOWLEDGES THAT SILICON LABS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SILICON LABS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH ISSUES. SILICON LABS IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE THIRD-PARTY CLOUD SERVICES THAT ARISE FROM LICENSEE CONTENT, APPLICATIONS OR THIRD-PARTY CONTENT. SILICON LABS DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY CONTENT OR SERVICE OR THE SILICON LABS PROGRAM, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THE SILICON LABS PROGRAM OR THIRD-PARTY CONTENT OR SERVICES. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE. SILICON LABS OFFERS NO WARRANTY OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES, AND SILICON LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THOSE RELATED TO SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS, FOR MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
13. LIMITATION OF LIABILITY.
NEITHER SILICON LABS NOR ITS AFFILIATES OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), ARISING OUT OF THIS AGREEMENT WHETHER BASED ON BREACH OF CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, OR LICENSEE’S USE OF OR INABILITY TO USE THE SILICON LABS PROGRAM AND/OR CONFIDENTIAL INFORMATION, EVEN IF SILICON LABS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR OTHERWISE SHOULD KNOW ABOUT THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF SILICON LABS, ITS AFFILIATES AND ITS SUPPLIERS, AND LICENSEE’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE TO SILICON LABS HEREUNDER OR U.S. $100.00 WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. HIGH RISK ACTIVITIES.
The Silicon Labs Program is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, automobiles, air traffic control, FDA Class III or other devices for which FDA premarket approval is required, implantable devices, direct life support machines, or weapons systems, in which the failure of the Silicon Labs Program, or Applications created using the Silicon Labs Program, could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Silicon Labs and its suppliers specifically disclaim any express or implied warranty of fitness for use of the Silicon Labs Program in High Risk Activities. Licensee agrees to defend and indemnify Silicon Labs for all third-party claims and for all damages, costs and fees, including Silicon Labs’ attorneys’ fees, arising from any such use of the Silicon Labs Program in High Risk Activities.
15. TERM; TERMINATION.
15.1. Term. This Agreement shall commence on the Effective Date and shall continue indefinitely unless otherwise terminated as provided in this section.
15.2. Termination. Either party may terminate this Agreement at any time immediately upon written notice to the other party if the other party is in material breach of any provision of this Agreement or if such breach is capable of being cured and remains uncured for at least 30 days following written notice of such breach demanding its cure. Without prejudice to any other right or remedy which may be available to it, Silicon Labs shall be entitled to terminate this Agreement immediately if Licensee: (i) ceases the development, commercialization and/or support of Licensee Product and/or Application; (ii) makes any voluntary arrangement with its creditors for the general settlement of its debts or becomes subject to the supervision of a bankruptcy tribunal; and/or (iii) has an order made against it, or passes a resolution, for its winding-up or has a lienholder take possession or has a receiver or similar officer appointed over all or substantially all of its property or assets.
15.3. Effect of Termination. Upon termination of this Agreement for whatever reason, Licensee shall promptly cease using the Silicon Labs Program and return the original to Silicon Labs and destroy all copies, partial or complete, of the Silicon Labs Program. Further, Licensee shall promptly cease manufacturing or distributing Licensee Products that incorporate the Silicon Labs Program. At Silicon Labs’ request, Licensee shall certify to Silicon Labs in writing, signed by an officer of Licensee, that the Silicon Labs Program and all copies thereof, including partial copies, have been either returned to Silicon Labs or destroyed and that no copy of the Silicon Labs Program remains in Licensee’s possession or under its control. Termination of this Agreement shall not affect Licensee Products that have been distributed to end users prior to the effective termination date.
15.4. Survival. Notwithstanding anything to the contrary contained herein, Sections 1, 4, 10, 13, 15, 19 and 20 shall survive any expiration or termination of this Agreement.
16. RELATIONSHIP BETWEEN PARTIES.
Silicon Labs and Licensee are independent contractors with respect to each other, and not partners or agents of each other, and neither party has any authority to bind the other party in any manner whatsoever.
17. EXPORT.
LICENSEE ACKNOWLEDGES THAT THE SILICON LABS PROGRAM INCLUDES ENCRYPTION SUBJECT TO UNITED STATES LAWS AND REGULATIONS FOR EXPORT AND REEXPORT PURPOSES. LICENSEE MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SILICON LABS PROGRAM. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS, AND END USE. LICENSEE AGREES THAT IT WILL NOT EXPORT, RE-EXPORT OR TRANSFER THE SILICON LABS PROGRAM, MODIFICATIONS, CONFIDENTIAL INFORMATION OR ANY PRODUCTS DEVELOPED WITH OR UTILIZING THE SILICON LABS PROGRAM, MODIFICATIONS OR CONFIDENTIAL INFORMATION, IN VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS OF THE UNITED STATES OR THE COUNTRY WHERE THE DELIVERABLES OR CONFIDENTIAL INFORMATION WERE OBTAINED. LICENSEE IS RESPONSIBLE FOR OBTAINING ANY LICENSES OR AUTHORIZATIONS REQUIRED TO EXPORT, RE- EXPORT, TRANSFER OR IMPORT ANYTHING DEVELOPED HEREUNDER.
18. FORCE MAJEURE.
Failure of either party to perform any obligation of the Agreement (other than payment of license fees) by reason of strikes, fires, floods, freezes, power outages, communications outages (including download delays), accidents, war (whether or not declared), riots, insurrections, acts of god, acts of the public enemy, inability to obtain materials or labor, denials of service or similar cyber security attacks, or other causes which are reasonably beyond the control of the non-performing party will not constitute an event of default or breach of the Agreement, but the non-performing party shall be given a reasonable amount of time to complete performance. The party claiming force majeure will promptly notify the other party in writing upon the commencement and termination of such force majeure event. If such event continues for more than 30 days, Silicon Labs may cancel an affected order upon notice.
19. GOVERNING LAW AND JURISDICTION.
This Agreement is governed by the substantive and procedural laws of the State of Texas, excluding its conflict of law rules. Silicon Labs and Licensee agree to submit to the exclusive jurisdiction of, and venue in, the courts in Travis County, Texas in any dispute arising out of or relating to this Agreement. The parties exclude in its application the United Nations Convention on Contracts for the International Sale of Goods.
20. NOTICE.
All notices of termination or breach must be in English, in writing given by recognized delivery service or personal delivery addressed to the other parties Legal Department. The address for notices to Silicon Labs’ Legal Department is 400 W. Cesar Chavez, Austin, TX 78701. The address for Licensee is the address Licensee provided to Silicon Labs upon Licensee registering on Silicon Labs’ website. Notice will be treated as given on receipt, as verified by written receipt. Either party may change the address for notice hereunder by providing the other party with 10 days written notice thereof.
21. ASSIGNMENT.
This Agreement may not be assigned or transferred by Licensee without the prior written consent of Silicon Labs. All other assignment by Licensee is void. As used in this Agreement, the following shall be deemed an assignment or transfer: (i) any dissolution, merger, consolidation, or other reorganization of or affecting Licensee, whether or not Licensee is the surviving corporate entity; and (ii) the sale or transfer, by one or more transactions, of stock possessing more than 50% of the total combined voting power of all classes of Licensee’s capital stock issued, outstanding and entitled to vote for the election of its directors. Without prior notice to or the consent of Licensee, Silicon Labs may assign this Agreement to any Affiliate or to any acquirer pursuant to a sale of assets, merger or acquisition so long as the acquirer agrees to comply with the terms of this Agreement. All of the terms and provisions of this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
22. DRAFTING.
This Agreement was drafted in the English language. If this Agreement is translated into any other language, the English language version shall take precedence over any translation. This Agreement shall be deemed to have been jointly drafted and negotiated between parties of equal bargaining strength, and shall not be construed for or against either party.
23. SEVERABILITY.
In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and a valid, legal and enforceable provision of similar intent and effect shall be substituted for such invalid, illegal or unenforceable provision. A waiver of any default hereunder or of any of the terms or conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
24. ENTIRE AGREEMENT; AMENDMENT.
This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties relating to such subject matter. No modifications to this Agreement shall be enforceable except when in writing and signed by an authorized signatory of each party.
25. DEFINITIONS.
As used in this Agreement, the following capitalized terms are defined as follows:
25.1. “Affiliate” means any company that controls, is controlled by, or is under common control with a party to this Agreement, where “control” means ownership of a majority of the voting interests, the ability to elect a majority of the board, or the ability to otherwise control the management of a party.
25.2. “Application” means all software programs, including any source code for such programs, that Licensee may provide, load onto, or create using a Silicon Labs Program.
25.3. “Authorized Distributor” means a distributor of Silicon Labs products that is authorized by Silicon Labs to distribute Z-Wave development kit and Silicon Labs ICs to customers in the territory where Licensee is located.
25.4. “Authorized Manufacturer” means a third party that has executed an agreement with Licensee to manufacture Licensee Products and such agreement contains provisions protecting Silicon Labs’ intellectual property consistent with the terms of this Agreement
25.5. “Cloud Service” or “Cloud Services Environment” means, a third-party Cloud Service and/or Cloud Service Environment that Licensee intends to utilize to run an Application that has been developed using the Silicon Labs Program.
25.6. “Confidential Information” means any non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, facilities, technical data, licensed materials, and equipment), which is designated as “Confidential,” “Proprietary” or some similar designation or which the recipient has reason to know is treated as confidential by the discloser.
25.7. “Intellectual Property Rights” means all current and future patent rights, copyrights, moral rights, rights of priority, trade secrets, mask work rights, topography rights, know how, industrial design rights, trademarks (including service marks), trade dress and other similar intangible rights, whether registered or unregistered, which may exist anywhere in the world, and all applications and registrations with respect to any of the foregoing.
25.8. “Licensee Content” means all text, files, information, and other content and material (other than Applications), in any format, provided by Licensee that reside in, or run on or through, a third-party Cloud Services Environment.
25.9. “Licensee Product” means a semiconductor device, SoC, or module manufactured by or for Licensee containing the Application or any other program developed using the Silicon Labs Program provided hereunder.
25.10. “Silicon Labs” means Silicon Laboratories Inc., a Delaware corporation located at 400 W. Cesar Chavez, Austin, TX 78701 if you are physically located within the United States. If you are physically located outside of the United States, Silicon Labs means Silicon Laboratories International Pte Ltd., a Singapore corporation located at No. 18 Tai Seng Street, #05-01, 18 Tai Seng, Singapore 539775.
25.11. “Silicon Labs ICs” means standard Silicon Labs branded integrated circuit devices or modules purchased from Silicon Labs or one of its Authorized Distributors.
25.12. “Silicon Labs Program” means any software products, documentation, or tools owned or licensed by Silicon Labs that Silicon Labs makes available to Licensee for download to facilitate Licensee’s access to, operation of, and/or use on a third-party Cloud Service identified above. The Silicon Labs Program includes but is not limited to the Z-Ware for CE Software Development Kit (hereinafter, “SDK”), Z-Ware for Portal SDK, Z-Ware Applications, and the Z/IP Gateway* SDK.
25.13. “Z-Wave Certification” means Licensee Product or Application has passed the Technical Certification component in order to ensure that the Licensee Product or Application will be interoperable within the Z-Wave network at market launch and that the packaging and materials for the Licensee Product have passed the Marketing Certification component in order to ensure that the Licensee is following the Z-Wave guidelines related to proper logo use and placement.
25.14. “Z-Wave Licensee” means a third party that has obtained Z-Wave Controller Development Kit from Silicon Labs or one of its Authorized Distributors and has signed a Z-Wave Controller Development Kit License Agreement with Silicon Labs or Sigma Designs, as verified by Silicon Labs. 25.15. “Z-Wave Protocols” means the Z-Wave communication protocols.
25.16. “Z-Wave Trademark” means the Z-Wave trademark and logo, specifications of which will be supplied by Silicon Labs after the Licensee Product or the Application has passed the Z-Wave Certification Program.
*The Z/IP gateway is a free reference design intended for development and demonstration purposes only. It is provided as is, with no warranties. Customers are advised to conduct security and compliance testing of all gateways during the product design process.