© 2024 ALL RIGHTS RESERVED
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These Terms of Use are a legal agreement between the entity you represent, or if you do not designate any entity, you individually (“Licensee”, “you”) and Sierra Wireless, ULC, on its behalf and on behalf of its Affiliates (“Semtech”). Semtech and Licensee are collectively referred to as the “Parties” or individually as a “Party”.
These Terms of Use govern, Software, Documentation and other Confidential Information (each as defined below) that are made available on the source.sierrawireless.com website, and on any other website that references these Terms (the “Website”).
IMPORTANT – DOWNLOAD, INSTALLATION AND USE OF THE SOFTWARE, DOCUMENTATION AND CONFIDENTIAL INFORMATION MADE AVAILABLE ON THE WEBSITE ARE SUBJECT TO THESE TERMS OF USE. PLEASE READ CAREFULLY BEFORE ACCEPTING THESE TERMS OF USE, AS THEY GOVERN YOUR USE OF THE SOFTWARE, DOCUMENTATION AND CONFIDENTIAL INFORMATION.
Semtech will authorize you to download, install (where applicable) and use, at Semtech’s sole option, the Software, Documentation and/or Confidential Information made available on the Website provided that you accept these Terms of Use. You acknowledge that due to the specificity of some elements that may be made available by Semtech on the Website, you may be required to enter into specific agreements, which will for the specific subject matter, supersede the present Terms of Use.
BY ACCEPTING THESE TERMS OF USE, YOU ARE AGREEING TO BECOME A PARTY TO AND BE BOUND BY ALL THE TERMS AND CONDITIONS HEREIN AND YOU MAY PROCEED TO DOWNLOAD, INSTALL AND USE THE SOFTWARE, CONFIDENTIAL INFORMATION OR RELATED DOCUMENTATION IN ACCORDANCE WITH THESE TERMS OF USE. IF YOU DO NOT AGREE TO BECOME A PARTY TO AND BE BOUND BY THESE TERMS OF USE, YOU SHOULD NOT ACCEPT THESE TERMS OF USE, AND YOU WILL NOT BE ALLOWED TO ACCESS ANY DOCUMENTATION, SOFTWARE OR CONFIDENTIAL INFORMATION WHICH USE IS CONDITIONED ON THE ACCEPTANCE OF THESE TERMS OF USE.
1. Definitions
“Affiliates” shall mean any company where votes and/or capital is fifty percent (50%) or more controlled, or controls, or under common control, directly or indirectly by/with a Party.
“Confidential Information” shall mean, without limitation, any and all information, data, ideas, discoveries, inventions, specifications, formulae, programs, plans, drawings models, requirements, standards, presentations, analysis, compilations of a technical, economic, financial or business nature disclosed in written, tangible, oral, visual, magnetic, electronic, or any intangible form. Confidential Information may not be marked or identified as such and shall still be considered Confidential Information so long as it is treated as confidential at the time of disclosure, or at the time of disclosure is designated as confidential (or like designation), or is disclosed in circumstances of confidence, or would be understood by the parties exercising reasonable business judgment to be confidential. Confidential Information includes without limitation the Documentation and the Software. Confidential Information shall not however include: (a) information that is or becomes generally available to the public, other than as a result of an improper disclosure by Licensee or any of its representatives; (b) information that becomes known to the Licensee on a non-confidential basis from a person other than Semtech or its representatives who is not otherwise known to, or suspected by, the Licensee to be bound by an obligation of confidentiality with Semtech or any of its representatives, or is otherwise not known to, or suspected by, Licensee to be under an obligation to Semtech or any of its representatives not to transmit the information to Licensee (c) information that is already known to Licensee (without restriction) before it receives the information from Semtech, as demonstrated by files or other materials in existence at the time of the disclosure; and/or (d) information that is independently developed by or for Licensee without reference to, reliance on or use of any Confidential Information, as demonstrated by files or other materials in existence at the time of the disclosure.
“Derivative(s)” shall mean any modification, enhancements of the Software, in source code or in object code, which may be created by Licensee and which are owned by Semtech, according to these Terms of Use.
“Documentation” shall mean any notice, data, explanations, and any document, including made available by Semtech, on any media of Semtech’s choice which relates to Products, the Software or the Derivatives, if any, provided at Semtech’s sole option.
“Object Code” shall mean the compiled linkable object code of the Software, owned and developed by Semtech, and provided on the Website, at Semtech’s sole option.
“Open License Terms” shall mean terms in any license agreement or grant that require as a condition of use, modification and/or distribution of a work that:
“Open-Source Software” shall mean any software that is licensed under Open License Terms.
“Products” shall mean any product of Semtech’s portfolio (whether sold under the “Semtech” brand or the “Sierra Wireless” brand) that has been or shall be, as the case may be, provided by Semtech or by a Semtech authorized distributor to Licensee.
“Purpose” shall mean the purpose of the limited licenses granted under section 2.1.
“Software” shall mean any software, owned and developed by Semtech, and, made available by Semtech to the Licensee on the Website, provided either in object code or in source code, at Semtech’s sole discretion.
“Source Code” shall mean the source code of the Software, owned and developed by Semtech, and supplied by Semtech under these Terms of Use, at Semtech’s sole option.
“Third Party Software” shall mean software of a third party which may be integrated in the Product or provided under these Terms of Use, and may be subject to and governed by, in addition to these Terms of Use, any license agreement of such third party.
2. Limited License
2.1 Scope of the limited license granted on:
Documentation and Confidential Information. The Documentation and Confidential Information made available on the Website are trade secret and copyright information of Semtech. All right, title, and interest in and to the intellectual property rights associated with the Confidential Information and Documentation provided by Semtech on the Website are, and shall at all times remain, the sole and exclusive property of Semtech. Semtech hereby grants a free of charge, limited, internal, nonexclusive, revocable and non-transferable license to use the Confidential Information and Documentation made available on the Website (excluding the Software, which is governed by the licenses below), solely for the purpose of enabling the Licensee to integrate its products with the Products or use the Products.
The Object Code. Subject to these Terms of Use, Semtech hereby grants to Licensee and Licensee hereby accepts the free of charge, limited, internal, nonexclusive, revocable, nontransferable (without right to authorize sublicenses) copyright license to use the Software in Object Code solely for the purpose of testing and integrating such Software.
The Source Code, where applicable and at Semtech’s sole option. Subject to these Terms of Use, Semtech hereby grants to the Licensee and the Licensee hereby accepts the free of charge, internal, nonexclusive, revocable, nontransferable copyright license (without right to authorize sublicenses) to the Source Code of the Software as expressly made available by Semtech, to copy and use the Source Code internally solely for the purpose of (i) evaluating the Software with the Licensee’s products; (ii) integrating the unmodified Source Code of part or whole of the elements included in the Software into the Licensee’s products, and (iii) modifying, creating derivative works of and compiling the Source Code and Derivatives solely for the purpose of engineering activities.
The Source Code, including all Derivatives and updates thereto, and all intellectual property rights therein are the exclusive property of Semtech, and the Licensee shall not have any right, title, or interest therein. By providing the Licensee with access to certain Source Code, Semtech is not granting any license or immunity, or waiving any rights it may have with respect to patents, trademarks copyrights or any other intellectual property rights enforceable under any country with respect to the Source Code, with the exception of the limited license granted above. The Licensee shall not (a) make any modifications to the Source Code other than those specified in these Terms of Use; (b) make more than one (1) back-up copy of the Source Code or Documentation therefore; or (c) distribute or disclose the Source Code to any third party.
Consequently, Licensee agrees to fully assign and does hereby expressly assign to Semtech all right, title and interest in and to the Derivatives including without limitation, all copyrights, trade secrets and trade-marks whether registered or unregistered including applications therefore and any extensions, new releases and revisions thereof existing now or in the future. Licensee shall take all steps including, without limitation, the execution of all documents, whether such documents are copyright registration applications, copyright assignments or otherwise, requested by Semtech to secure, maintain or defend such rights for the benefit of Semtech.
Licensee shall undertake and perform diligently all required formalities and/or approvals or signatures from its employees or contractors in order for Semtech to demonstrate its ownership of the Derivatives, in part or in whole, to third parties.
Such assigned rights to the Derivatives shall include (a) reproduction rights (whatever number, means or media), (b) the right to adapt, translate, alter whether whole or part of any software, to assemble or integrate it in any other software and/or hardware, (c) the right to represent, distribute (whatever number, means or media), (d) the right to rewrite software under another computer language, the right to port onto another material or the right to adapt the Derivatives to other operating systems than those known or unknown at the time of Licensee’s acceptance of these Terms of Use.
The transferred rights shall include any software in its executable version as in its source code, and the associated documentation, including, but not limited to, the design-in and the implementation documentation of such software, the manual of use etc, and are valid for the legal protecting time period, worldwide.
Licensee renounces and waives expressly to claim any intellectual property rights developed under or relating to the Derivatives.
2.2 License Restrictions. The limited licenses granted to Licensee in section 2.1 are subject to the following restrictions. Licensee shall:
not perform any actions with regard to the Software, its related Confidential Information and Documentation and its elements in a manner that would require the Software or any Derivatives thereof to be licensed under Open License Terms. Licensee shall indemnify Semtech and its Affiliates against and hold Semtech and its Affiliates harmless from any damage or costs arising from or in connection with any violation or breach of the provisions of this section 2.2 and Licensee shall reimburse all costs and expenses incurred by Semtech and its Affiliates in defending any claim, demand, suit or proceeding arising from or in connection with such violation or breach.
The restrictions in this section 2.2 shall survive the termination or expiry of these Terms of Use.
2.3 Ownership. The Software, its updates and any Derivative, except Third Party Software, and any Confidential Information or Documentation made available by Semtech on the Website is trade secret and copyright information of Semtech. All right, title, and interest in and to the intellectual property rights associated with the Software, any Confidential Information and Documentation provided by Semtech on the Website are, and shall at all times remain, the sole and exclusive property of Semtech, or the third party owning the Third Party Software. Except as otherwise expressly specified in these Terms of Use, no right, title or interest in any patents, trademarks, trade names or trade secrets, or in any pattern or design of the Software or any other intellectual property rights owned by Semtech, notably on any design files or other technical information relating to any Product, shall pass to Licensee under these Terms of Use. The Software and any information contained within, related to or about the Software, or any Product is Confidential Information. Licensee agrees not to disclose the Software or any Documentation or Confidential Information to any third party without Semtech’s prior written consent and to protect same by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized dissemination or publication of the Confidential Information as Licensee uses to protect its own Confidential Information of a like nature. The obligations herein shall survive the termination of these Terms of Use.
3. Termination, Expiration
3.1 These Terms of Use will remain in effect until terminated according to section 3.2 below.
3.2 Semtech may immediately terminate these Terms of Use and consequently the licenses granted herein at any time (a) upon a breach by the Licensee of any of its terms, or (b) in respect of any applicable Third Party Software, upon the expiry or termination of the agreement, if any, between Semtech and the applicable third party pursuant to which Semtech has the right to grant to the Licensee the rights and licenses hereunder in respect thereof. Licensee may terminate these Terms of Use and consequently the licenses granted to it herein at any time on written notice to Semtech.
3.3 Upon termination or expiration of these Terms of Use, the Licensee will promptly stop using the Software, any related Documentation or Confidential Information and delete all copies of the Software, Documentation and Confidential Information (including all associated Derivatives). Section 2.2, 2.3, 3.3, 3.4, 4, 5 and 7.4 shall survive the termination or expiration of these Terms of Use.
3.4 Upon termination or expiration of these Terms of Use, the provisions of section 6 shall survive the expiration or early termination of these Terms of Use for a further period of five (5) years, provided however that the obligations insofar as they relate to Source Code and other trade secrets will remain in effect in perpetuity.
4. Disclaimer of Warranty
THE LICENSEE ACKNOWLEDGES THAT ANY SOFTWARE, DOCUMENTATION OR CONFIDENTIAL INFORMATION MADE AVAILABLE ON THE WEBSITE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY. SEMTECH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THE THIRD PARTY(IES) OWNING THE THIRD PARTY SOFTWARE DISCLAIM(S) ALL WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE USE OF SUCH THIRD PARTY SOFTWARE.
Licensee hereby agrees that Semtech has no obligation to provide Licensee with any support for any material provided on the Website and Licensee acknowledges and agrees that it has no rights to receive any upgrades, modifications, enhancements or revisions that Semtech may make to such material.
5. LIMITATION OF LIABILITY – EXCLUSION OF LIABILITY
5.1 SEMTECH SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST THE LICENSEE BY ANY THIRD PARTY, NOR SHALL SEMTECH BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING LOSS OF PROFITS, INTERRUPTION OF BUSINESS), HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT SEMTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2 The Open AT® Operating System shall not be used within any Life Support System without the specific prior written consent of Semtech. A “Life Support System” is a product or system intended to support or sustain life which, if it fails, can be reasonably expected to result in significant personal injury or death.
6. Confidentiality:
The Licensee acknowledges that the Confidential Information disclosed by Semtech:
7. General Provisions
7.1 Entire Agreement, Amendment. These Terms of Use set forth the entire agreement between the Parties relating to its subject matter and supersede all prior or contemporaneous agreements, warranties or representations, written or oral, between the Parties relating to the subject matter hereof. No modifications, additions or deletions shall be binding upon either Party unless accepted in writing by an authorized representative of each Party. If any provision of these Terms of Use is held to be invalid, illegal or unenforceable for any reason, such decision shall not affect the validity or enforceability of the remaining provisions of these Terms of Use.
7.2 Non Waiver. A waiver by either Party of any default shall not be deemed a waiver of future enforcement of that or any other term but shall apply solely to the instance to which the waiver is directed.
7.3 Non Assignment. The Licensee shall not assign, sublicense or otherwise transfer these Terms of Use or its rights and obligations hereunder.
7.4 Controlling Law, Jurisdiction. These Terms of Use shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable in British Columbia. Any dispute or controversy arising between the Parties out of or in connection with these Terms of Use, whether during or after their term, shall be exclusively submitted to the exclusive jurisdiction of the commercial courts of Vancouver – Canada.
Should you have questions regarding these Terms of Use, please direct them to:
Sierra Wireless, ULC
c/o Semtech Corporation
200 Flynn Road
Camarillo, California 93012
United States of America
Attention: Legal Department
Last updated: Feb-15, 2024
© 2024 ALL RIGHTS RESERVED