C. This Agreement permits Customer to license the Software from Maxim or its distributors, representatives, or other partners who are duly authorized by Maxim to offer such licenses and sets forth the basic terms and conditions under which the Software will be delivered.

B. Customer desires to license the Software from Maxim, under the terms and conditions of this Agreement.

A. Maxim, among other things, develops, manufactures, and sells semiconductor products and offers software consisting of certain software development tools, operating systems, driver software, firmware, and example application code. The provided Software contains software or features representative or illustrative of those that can (only) be used with Maxim ICs and can (only) be used for development of software application programs to operate with Maxim ICs or products containing Maxim ICs.

The Software you have requested is provided pursuant to these Software License Terms and Conditions (“Agreement”). By selecting the AGREE button, you are entering into, agreeing to, and consenting to be bound by all of the terms of this Agreement, which is between you and Maxim Integrated Products, Inc. on behalf of itself and its affiliates and subsidiaries (collectively, “Maxim”). This Agreement is effective as of the date of your response (the “Effective Date”). You represent and warrant that you are at least eighteen (18) years of age if you are a resident of the United States, or the age of majority in the jurisdiction of your residence. If you are accepting these terms on behalf of your employer (“Company”), you represent and warrant that you have full authority to bind the Company to these terms. You and, if applicable, the Company may hereinafter be collectively referenced in this Agreement as the “Customer.”

1. Definitions.

 

1.1. “Affiliate”
means any entity under the Control of a party where “Control”
means ownership of or the right to control greater than 50% of the voting securities of such entity.

1.2.  “Customer Program” means a software program
designed to operate with Maxim ICs and developed by Customer using the Software. 

1.3.  “Documentation” means all manuals, documentation, and other written materials that
Maxim includes or otherwise provides as related to the Software or Maxim ICs, whether in printed or
electronic form, including without limitation, customer reference and installation manuals, user’s
guides, and programmers guide.

1.4.  “Executable Code” means software in a
machine-readable and executable form which is not generally readable by humans without reverse
assembly, reverse compiling, or reverse engineering, but which can be combined in an unmodified form
with Source Code and which can be compiled to make a Customer Program.

1.5.  “Maxim ICs”
means integrated circuits that are separately purchased or obtained by
Customer directly from Maxim or indirectly from Maxim’s distributors, representatives, or other
partners who are duly authorized by Maxim to sell such integrated circuits. 

1.6.  “Maxim-Enabled Products” means any product made by or
for Customer that incorporates a Maxim IC.

1.7.  “Maxim Proprietary Software” means the software provided
by Maxim to Customer under and upon Customer’s acceptance of this Agreement, all permitted copies,
modifications, or derivative works thereof made by Customer, and all basic or related materials
pertinent thereto, including without limitation any documentation provided, either in hardcopy form
or electronic form.  Maxim Proprietary Software excludes Open Source Software and Third Party
Technology.

1.8.        “Object
Code” means software in machine-readable and executable form
resulting from
compilation or assembly of Source Code and that is not generally readable by humans without reverse
assembly, reverse compiling, or reverse engineering.

1.9.        “Open
Source Software” means any open source, community, or other
free software code or
libraries of any type, including, without limitation, any code that (a) is made generally available
for free or that meets the definition of “open source” or “free” as defined by the Open Source
Initiative or Free Software Foundation or (b) is licensed under any license agreement approved by
either such entity (such as, for example purposes only, the GNU GPL, GNU LGPL, Mozilla, or Apache
license). 

1.10.  
“Site(s)”
means the Customer’s and its
Affiliate’s premises.

1.11.  
“Software”
means the Maxim Proprietary Software, any Third Party Technology, and
any Open Source Software delivered to Customer under the terms of this Agreement.  Unless otherwise
noted, the Software and Documentation are referred to collectively herein as “Software”.

1.12.  
“Source Code”
means software in human-readable, high-level language form, which can
be compiled or assembled into Object Code, machine code, or another executable form of code.

1.13.  
“Third Party Technology” means any
software, feature or functionality that requires a license
grant and/or payments by Customer to third parties for
commercial activities related to Customer Programs and/or Maxim-Enabled Products.

2. Software Licenses

   .  The Maxim Proprietary Software is
   licensed to Customer under the license grant set forth in Section 3 (Maxim Proprietary Software
   License Grant) below.  Any Open Source Software delivered to Customer is licensed to Customer
   under the license specified in such Open Source Software and as further restricted by Section
   4.  For purposes of clarity, the provisions of this Agreement applying to Source Code shall only
   apply if Source Code is being provided to Customer.

3. Maxim Proprietary Software License
   Grant.

   1. License Grant to Maxim
      Proprietary Software

      .  Subject to the terms of this Agreement, Maxim
      hereby grants to Customer during the Term a personal, non-exclusive,
      non-transferable, non-assignable, non-sublicensable (except as expressly granted
      herein) license to do the following:

a.  use Object Code versions of
Maxim Proprietary Software, internally and only at the Site(s) for the sole purpose of creating
Customer Programs;

b.  load, install, run, execute, test, and debug Object Code versions of
Maxim Proprietary Software, as incorporated within a Customer Program, in a Maxim-Enabled Product
internally and only at the Site(s) and only for the purpose of enabling Maxim ICs in the
Maxim-Enabled Product;

c.  use unmodified versions of
Executable Code of Maxim Proprietary Software, to incorporate such Executable Code within Customer
Programs, and to create an Object Code version of Customer Programs. 

In all cases, the rights granted herein shall be exercised in
accordance with (i) the Documentation, and (ii) this Agreement.

3.2. Source Code License.  To the extent that the Maxim Proprietary Software includes any Source
Code, subject to the terms and conditions of this Agreement, Maxim grants to Customer a
non-sublicensable(except as expressly granted
herein),
non-exclusive, non-transferable, non-assignable license during the Term to use, modify, and compile
the Source Code internally and only at the Site(s) solely to the extent necessary to support the
development of a Customer Program as permitted under Section 3.1 (License Grant to Maxim
Proprietary Software) above.  Customer will keep track of all Customer employees who have had access
to Source Code versions of Maxim Proprietary Software,
and will provide a list of such employees to Maxim upon
request during any Audits under Section 15.7.

3.3. Copies.  Except for purposes of exercising the license granted in this
Section 3 (Maxim Proprietary
Software License Grant) and for back-up purposes, Customer may not copy the Maxim Proprietary
Software.  Customer agrees to reproduce and include Maxim’s copyright notice on any copies of the
Maxim Proprietary Software, which copies it makes in any form, including partial copies of the Maxim
Proprietary Software.

3.4. License
Restrictions on Maxim Proprietary Software.  Except for the rights expressly granted in this Section 3, Maxim
grants no rights in the Maxim Proprietary Software to Customer, whether by implication,
estoppel, or otherwise.  Subject to the rights expressly granted in this Section 3, Customer
shall not and shall not encourage, allow, or facilitate any third party to:

1. modify, translate, adapt, reverse engineer, decompile, disassemble, or otherwise translate or
   create derivative works based on the Maxim Proprietary Software, except solely to the extent (i)
   expressly permitted in Section

   3.1

   (License Grant to
   Maxim Proprietary Software)
   above or (ii) by applicable law and then only with advance written notice of such activity to
   Maxim;

2. review, analyze, or evaluate Maxim Proprietary Software for the purpose of determining the
   infringement, validity, or enforceability of any intellectual property, or compare Maxim
   Proprietary Software to intellectual property in any way;

3. examine, review, evaluate, or otherwise use the Maxim Proprietary Software for the purpose of
   developing or enabling a product or technology that competes with Maxim;

4. rent, lease, or sublicense the Maxim Proprietary Software to a third party, except as
   expressly permitted in Section

   3.1

   (License Grant to
   Maxim Proprietary
   Software);

5. remove any product identification, proprietary, copyright or other notices contained in the
   Maxim Proprietary Software;

6. disclose or distribute to any third party (i) benchmarks or other comparisons relating to the
   Maxim Proprietary Software or (ii) any information (A) relating to the results of Customer’s
   evaluation of the Maxim Proprietary Software (including relating to performance, function, or
   deficiencies of the Maxim Proprietary Software) or (B) contained in any documentation, report,
   or questionnaire of Maxim that constitutes Maxim Confidential Information;

   or

7. distribute or sell the Maxim Proprietary Software in standalone form or in any manner other
   than as permitted under Section

   3.1

   (License Grant to
   Maxim Proprietary Software)
   above

   .

 

3.5. Authorized Users.  Customer’s consultants and contractors, who are not direct
competitors of Maxim and who are under written agreements to provide services to Customer
(“Authorized Users”),  may use the Maxim Proprietary Software in accordance with the licenses
granted to Customer under this Agreement, provided that:

1. such Authorized Users agree to be bound by terms as protective of Maxim and Maxim Confidential
   Information as the terms set forth in this Agreement,

2. Customer shall remain responsible for the Authorized User’s compliance with such
   confidentiality terms and the applicable terms of this Agreement,

3. if Source Code is licensed under Section 3.2 (Source Code License), Customer keeps track of
   all Authorized Users who have had access to Source Code, and provides a list of such Authorized

   in association with

   an

   a

   udit under
   Section 15.7

   ; and

4. each Authorized User’s use of the Maxim Proprietary Software is only for Customer’s benefit in
   accordance with this Agreement.

 

3.6. No Right to
Manufacture.  Customer acknowledges and agrees that the license to
the Maxim
Proprietary Software granted in Section 3.1 (License Grant to
Maxim Proprietary Software) does not include any license to any of Maxim’s other technology
or intellectual property and that, consequently, it shall not have the right under this
Agreement to develop, manufacture, or have manufactured any integrated circuits that
incorporate any Maxim technology, and that Customer is required to separately purchase or
obtain Maxim ICs from Maxim or a Maxim certified distributor.

 

3.7. Form of Delivery.  Maxim will provide the
Software licensed hereunder to Customer by electronic medium or other form as mutually agreed
upon, in the condition as it exists on the Effective Date or date of delivery, if different,
without special reformatting.

 

3.8. Use of Software in Critical Applications. 
Software provided by Maxim are not designed, intended or authorized for use in life support,
life sustaining, nuclear, or other applications, including, but not limited to, transportation
operating systems, safety, or any FDA Class 3 medical devices or medical devices with a
similar or equivalent classification in a foreign jurisdiction, in
which the failure of
such Software could reasonably be expected to result in personal injury, loss of life or severe
property or environmental damage.  Customer acknowledges that use of the Software in such
product applications is understood to be fully at the risk of Customer and that Customer is
responsible for verification and validation of the suitability of the Software in such
application. Customer agrees that Maxim is not liable, in whole or in part, for any claim or
damage arising from use in such applications. Customer agrees to indemnify, defend and hold
Maxim harmless from and against any and all claims, damages losses, costs, expenses and
liabilities arising out of or in connection with such use.

 

6.1.

General

. Customer represents and warrants that:

a.

           

Customer’s business and its performance
under this Agreement are in compliance with all applicable federal, state and local laws and
government rules and regulations;

b.

           

None of the Customer Programs,
Maxim-Enabled Products, or any portion thereof, excluding any Maxim Proprietary Software contained
therein, constitutes or may give rise to a claim of infringement of any patent, copyright, trade
secret or other intellectual property right of a third party anywhere in the world; and

c.

           

No portion of any Customer Program
(including any libraries), or any Maxim-Enabled Product, contains or will contain any “viral” Open
Source Software, or any other software or code which could compromise or interfere in any way with
Maxim’s rights, including IPR, in or to the Maxim Proprietary Software or other Maxim materials that
may come into contact with such Customer Programs or Maxim-Enabled Products, or require Maxim or
Customer to disclose any Source Code to any such Maxim Proprietary Software integrated in or
distributed with any Customer Program or Maxim-Enabled Product.

6.2. Maxim Proprietary Software. Customer on behalf of itself and its Affiliates hereby covenants not
to bring suit or otherwise assert any intellectual property right against Maxim or any user,
distributor, or manufacturer of the Maxim Proprietary Software for the manufacture, use, import,
offer for sale, or sale of any products or services based on the Maxim Proprietary Software.

8.2.

Termination

. This Agreement (and all licenses and sublicenses
granted hereunder) shall terminate on the earlier of:

b.

           

Maxim’s notice of termination, which may be
for any reason, to Customer

;

c.

           

the date upon which Customer discontinues
the development, sale or distribution of Customer Programs or Maxim-Enabled Products;

e.

           

Expiration of the Term pursuant to Section

8.1

(Term).

Upon expiration or termination of this Agreement or upon written request
from Maxim, Customer shall certify to Maxim in writing that Customer has returned (or, with the
consent of Maxim, destroyed) all copies of the Maxim Proprietary Software and any other material
provided by Maxim (excluding Open Source Software).

8.3.

Survival

. Sections

3.3

(Copies),

3.4

(License Restrictions on Maxim Proprietary Software),

3.6

(No
Right to Manufacture),

3.8 (Use

of Software

in Critical Applications),

4

(Open Source Licenses),

5

(Third Party Technology),

6

(Representations and Warranties of Customer),

7

(Ownership),

8

(Term and Termination),

9

(Warranty Disclaimer),

11

(Taxes),

12

(Limitation of Remedies and Damages),

13

(Indemnification by Customer),

14

(Confidential Information)

,

and

15

(General) shall survive any termination or expiration of this Agreement.

9.

      

Warranty Disclaimer.

 

TO THE
EXTENT PERMITTED BY LAW, THE SOFTWARE AND ALL SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” 
NEITHER MAXIM NOR ITS SUPPLIERS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE,
OR NONINFRINGEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED
BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED
WARRANTY PERIOD.

10. Support & Maintenance. 

    The Software is provided to
    Customer without any maintenance or support services. Ongoing maintenance and customer support
    for Customer’s software that is based upon or includes portions of the Maxim Proprietary
    Software is the responsibility of the Customer.  Maxim may provide to Customer, in Maxim’s sole
    discretion, updates to the Software from time to time.  Upon delivery, such updates to the
    Software are subject to the terms and conditions herein.

11. Taxes.

      Customer agrees to pay
    any sales, value-added, withholding or other similar taxes and assessments imposed by
    applicable law that Maxim is required to pay based on the licenses Customer ordered, except
    for taxes based on Maxim’s income.

     

12.1.

        

NEITHER PARTY IS LIABLE FOR ANY LOSS OF USE, LOST
DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF
ACTION,

WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES IN ADVANCE.

12.2.

        

NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MAXIM’S AND ITS LICENSORS’ AND SUPPLIERS’ ENTIRE CUMULATIVE LIABILITY UNDER THIS
AGREEMENT TO CUSTOMER SHALL NOT EXCEED

THE
AMOUNTS PAID BY CUSTOMER

.

12.3.

        

THIS SECTION

12

DOES NOT APPLY TO CUSTOMER WITH RESPECT TO ANY CLAIM ARISING UNDER SECTION

3

(MAXIM PROPRIETARY SOFTWARE LICENSE GRANT), SECTION

6

(REPRESENTATIONS AND WARRANTIES OF CUSTOMER), SECTION

13

(INDEMNIFICATION BY CUSTOMER) OR SECTION

14

(CONFIDENTIAL INFORMATION).

12.4.

        

The parties agree that the limitations specified in
this Section

12

will survive and apply even if any limited remedy specified in this Agreement is found to have
failed of its essential purpose.

a.

           

any allegation of infringement of a third
party’s intellectual property rights with respect to any Customer Program or Maxim-Enabled Product,
but excluding any such claim in either case to the extent based on the Software on a stand-alone
basis,

b.

           

the sale, marketing, distribution, or
manufacture of any Maxim-Enabled Product, but excluding any such claim to the extent based on the
Software on a stand-alone basis, or

c.

           

Customer’s breach of any provisions of
Section

6

(Representations and Warranties of Customer). 

Maxim shall give Customer prompt notice in writing
of any such Claims and the authority, information, and reasonable assistance (at Customer’s expense)
necessary to defend and settle such Claims, except that Maxim’s failure to provide prompt notice
will not relieve Customer of its indemnity obligations under this Section unless such failure
materially prejudices the defense of the Claim, and Customer will not enter into a settlement of the
Claim without Maxim’s prior written consent.  If Customer does not diligently pursue resolution of
the Claim or provide Maxim with reasonable assurance that it will diligently pursue resolution, then
Maxim may, without in any way limiting its other rights or remedies, defend or settle the Claim. 
Nothing herein shall limit or restrict Maxim’s, its Affiliates’, or its suppliers’ rights to defend
and protect their ownership and intellectual property rights in and to the Maxim Proprietary
Software, in whole or in part, in connection with any Claim.  Each party agrees to provide
reasonable cooperation to the other party in the defense or settlement of any such Claims, upon the
reasonable request of the other party.

a.

           

was rightfully in its possession or known
to it without the breach of any confidentiality obligations prior to receipt of the Confidential
Information;

b.

           

is or has become public knowledge through
no fault of the Receiving Party;

c.

           

is rightfully obtained by the Receiving
Party from a third party without breach of any confidentiality obligation;

d.

           

is independently developed by employees of
the Receiving Party who had no access to such information; or

e.

           

is required to be disclosed pursuant to a
regulation, law, or court order (but only to the minimum extent required to comply with such
regulation or order and with advance written notice to the Disclosing Party).

15.1.

        

Assignment and
Delegation

. Customer may not assign its
rights or delegate its obligations (“

Assign

” or “

Assignment

”)
under this Agreement without the prior written
consent of Maxim, and any purported Assignment without such consent shall have no force or effect. 
In the event, Customer desires to Assign this Agreement to a successor in interest by merger or
acquisition of its entire business, Customer shall obtain Maxim’s prior written approval, which
shall be rendered by Maxim in its sole discretion.  Subject to the foregoing, this Agreement shall
bind and inure to the benefit of the respective parties hereto and their permitted successors and
assigns.  In the event of an Assignment or attempted Assignment by Customer without Maxim’s prior
written approval, Maxim may, in its sole discretion, immediately terminate this Agreement.

15.2.

  

Severability

. If any provision of this Agreement is adjudged by
any court of competent jurisdiction to be unenforceable or invalid, that provision is limited to the
minimum extent necessary so that this Agreement shall otherwise remain in effect.

15.3.

        

Governing Law;
Jurisdiction and Venue

. This Agreement
is governed by the laws of the State of California

,

without regard to conflicts of laws provisions
thereof, and without regard to the United Nations Convention on the International Sale of Goods. The
parties agree to submit any claim or actions arising from and/or related to this Agreement to the
exclusive jurisdiction and venue of the Superior Court of California, Santa Clara County or the
United States District Court for the Northern District of California, San Jose Branch and agree to
waive any right to assert the defense of forum non conveniens or to object to such venue in any such
proceeding.

15.4.

        

Notices and
Reports

. Any notice or report to Maxim
hereunder shall be in writing to the following notice address:

 

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, CA 95134

Attn:  General Counsel

 

Any notice or report shall be deemed given:

a.

           

upon receipt if by personal
delivery;

b.

           

upon receipt if sent by certified or
registered mail (return receipt requested); or

c.

           

one day after it is sent if by next day
delivery by a major commercial delivery service.

15.5.

        

Amendments;
Waivers

. No supplement, modification,
or amendment of this Agreement is binding, unless executed in writing by a duly authorized
representative of each party to this Agreement. No waiver will be implied from conduct or failure to
enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a
writing signed by a duly authorized representative on behalf of the party claimed to have waived. No
provision of any purchase order or other business form employed by Customer will supersede the terms
and conditions of this Agreement, and any such document relating to this Agreement is for
administrative purposes only and shall have no legal effect.

15.6.

        

Entire
Agreement

. This Agreement is the
complete and exclusive statement of the mutual understanding of the parties and supersedes and
cancels all previous written and oral agreements and communications relating to the subject matter
of this Agreement.

15.7.

        

Audit Rights

. Upon Maxim’s written request, Customer shall
certify in a signed writing that Customer’s

use
of the Software is in full compliance with the
terms of this Agreement (including any copy and user limitations). With prior reasonable notice,
Maxim may audit the copies of the Software in use by Customer provided such audit is during regular
business hours; Customer is responsible for such audit costs only in the event the audit reveals
that Customer’s use is not in accordance with the applicable license(s).

15.8.

        

Independent
Contractors

. The parties to this
Agreement are independent contractors. There is no relationship of partnership, joint venture,
employment, franchise, or agency created hereby between the parties. Neither party will have the
power to bind the other or incur obligations on the other party’s behalf without the other party’s
prior written consent.

15.9.

        

Force Majeure

. Neither party is liable to the other for any delay
or failure to perform any obligation under this Agreement if the delay or failure is due to events
that are beyond the reasonable control of such party, including but not limited to any strike,
blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power,
telecommunications, data networks or services, or refusal of approval or license by a government
agency.

15.10.

     

Government
End-Users

.

If the user or licensee of the Software is an
agency, department, or other entity of the United States Government, the use, duplication,
reproduction, release, modification, disclosure, or transfer of this Software, or any related
documentation of any kind, including technical data and manuals, is restricted by a license
agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212
for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military
purposes.

15.11.

     

Export
Compliance

. Customer acknowledges that
the Software is subject to export restrictions by the United States government and import
restrictions by certain foreign governments. Customer shall not and shall not allow any third-party
to remove or export from the United States or allow the export or re-export of any part of the
Software or any direct product thereof:

a.

           

into (or to a national or resident of) any
embargoed or terrorist-supporting country;

b.

           

to anyone on the U.S. Commerce Department’s
Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals;

c.

           

to any country to which such export or
re-export is restricted or prohibited, or as to which the United States government or any agency
thereof requires an export license or other governmental approval at the time of export or re-export
without first obtaining such license or approval; or

d.

           

otherwise in violation of any export or
import restrictions, laws, or regulations of any United States or foreign agency or authority.
Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a
national or resident of any such prohibited country or on any such prohibited party list. The
Software is further restricted from being used for the design or development of nuclear, chemical,
or biological weapons or missile technology, or for terrorist activity, without the prior permission
of the United States government.

15.12.

     

Injunctive
Relief

. Customer understands and agrees
that, notwithstanding any other provision of this Agreement, breach of the provisions of this
Agreement by Customer will cause Maxim irreparable damage for which recovery of money damages would
be inadequate, and that Maxim shall therefore be entitled to obtain timely equitable relief,
including but not limited to injunctive relief, to protect Maxim’s rights under this Agreement in
addition to any and all remedies available at law.

 Maxim
Software License Ver
02;
August 3, 2020