MAX172xx Fuel Gauge EV Kit Software

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.”

Recitals

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.

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

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.

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.