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from IAR Systems, and only in accordance with the provisions on such use set out in the Documentation and/
or this Agreement. The Licensee is strictly prohibited to make any other use of the Software Source Code. Any
breach of this Section 3.9 shall be considered a material breach of this Agreement.
THE LICENSEE ACKNOWLEDGES THAT THE SOFTWARE SOURCE CODE EMBEDS COPYRIGHTED AND
PROPRIETY INFORMATION OF IAR SYSTEMS, AND THAT MAKING SOFTWARE SOURCE CODE ACCESSIBLE
TO OTHERS OUTSIDE THE SCOPE OF THIS AGREEMENT, BY THE NATURE OF SOURCE CODE, SEVERELY
DAMAGES THE INTELLECTUAL PROPERTY RIGHTS OF IAR SYSTEMS, AND AGREES TO COMPENSATE IAR
FOR ALL DAMAGE RESULTING FROM SUCH BREACH, THAT CAN BE REASONABLY SUBSTANTIATED BY IAR.
The Licensee shall keep and protect the Software Source Code with at least the same degree of care as its
own proprietary source code, as further specified in section 5.
3.10 If the Product the Licensee receives hereunder contains Third Party-Owned software, the use of such Third
Party-Owned software may be restricted to a specific Target Architecture. See Section 11.2 below.
3.11 Back-up Copies: The Licensee may make back-up copies of the Software in machine executable code
form, only to be used in the event and to the extent that the copy of the Software received from IAR Systems
fails to function, is lost, damaged, or destroyed. The Licensee warrants that it will make no other copies of
the Software and will not allow, authorize, or assist others to copy any part or all of the Software in any form
without the prior written approval of IAR Systems. There may be no more copies than are necessary to form
part of a reasonable back-up cycle for the Licensee. Back-up copies of the Software may be kept by the Licensee
in a bank deposit or other such secure place as is normally used by the Licensee for storage of its computer
program back-ups. The rights for the Licensee under this section shall not in any case include any measures to
affect or decrease the function of the software protection included in the software.
3.12 An Evaluation License is solely intended for testing and evaluation purposes. Any other use than for
testing and evaluation is prohibited. IAR Systems has no obligation to provide support or related services and
no warranties. IN NO EVENT SHALL IAR SYSTEMS BE LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES OF ANY NATURE OR KIND WHATSOEVER,
INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN CONNECTION WITH OR ARISING OUT OF THE USE OR
PERFORMANCE OF SOFTWARE, SUPPORT MATERIALS, OR THE PROVISION OF SERVICES, EVEN IF THE OTHER
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 11 in this Software License Agreement may also apply to an Evaluation License.
4. LICENSE RESTRICTIONS
4.1 The Licensee may not remove, make emulation, reverse engineer, decompile, or disassemble the Executable
Software. Licensee is not allowed to derive the source or assembly code of files provided in executable or object
formats. The Licensee accepts that all information gained about the Software is the valuable intellectual property
of IAR Systems and as such must be treated as confidential as described under Article 5. The Licensee warrants
that it will not sell, license, lease, rent, loan, lend, transmit, network, communicate, or otherwise distribute
or transfer the Software in any manner to any third party whether on a permanent or temporary basis, except
as explicitly stated in this Agreement. Furthermore the Licensee warrants that it will not use or permit the
use of (including without limitation by time sharing or network use) the Software for the benefit of any entity
other than the Licensee; or in a computer service business; make unauthorized copies of the documentation;
make verbal or media translations of the documentation; make telecommunications data transmissions of the
Software; use long-haul gateways on any central processing unit on which the Software is used. The Licensee
is also expressly prohibited from adapting, modifying, revising, improving, upgrading, enhancing, and creating
derivative works of the Executable Software for any purpose including error correction or any other type of
maintenance.
4.2 The Licensee shall keep records of the Licensee’s use of Software. The Licensee shall make the records
available to either IAR Systems or a neutral third party on reasonable notice, as agreed between the parties. In
the case of a neutral third party audit, IAR Systems and Licensee shall in good faith mutually appoint an auditor.
Should such an agreement not be reached within 60 days after IAR Systems notice, then the parties agree to
have Business Software Alliance conduct such an audit, or itself elect an auditor. The Licensee will permit IAR
Systems or a third party, as the case may be, to have access to the Licensee’s records and computer systems
and to use software audit tools on the Licensee’s systems to ensure that the Licensee is using its software in
accordance with the applicable license terms. Upon the Licensee’s request, the party conducting the audit with
the Licensee shall enter into a non-disclosure agreement with the Licensee, to protect the Licensee’s propriety
and/or confidential information. Information retrieved and/or conveyed to IAR Systems as a result of such an
audit as here described shall be limited as to only ensure that the Licensee is using its software in accordance
with the applicable license terms, or evidence of the contrary.
4.3 Subject to the other terms herein, and with the Licensee as fully responsible for all actions or omissions
of such a consultant, Licensee may let a consultant use the Software for work solely on behalf of the Licensee
for the licensed purpose and provided that the Software is not used for any other purpose or third party.
4.4 Upon each and every breach by the Licensee hereunder a contractual penalty amounting to 200% for breach
IAR Software License Agreement
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