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46
Licensee is organized.
8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software
infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice of
such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR
Systems may at its option obtain the right for the Licensee to continue using the infringing IAR Product, replace
or modify the infringing Product until it becomes non-infringing, or if such replacement or modification is not
reasonably available, terminate this license with respect to the infringing Product and provide for a reasonable
refund of fees paid by the Licensee to IAR Systems for the IAR Product so affected.
8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the
Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not
furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES
AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE
AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8 MAY NEVER EXCEED
THE LICENSE FEE PAID BY THE LICENSEE.
9. FORCE MAJEURE
9.1 Either party shall be excused from fulfilment of any obligation under this Agreement only to the extent
that and for so long as such performance is prevented or delayed by an industrial dispute or any other cause
beyond its reasonable control, such as, but not limited to, riots; floods; war; warlike hostilities; fires; embargo;
shortage of labor, power, fuel, means of transportation, or common lack of other necessities. A party wishing
to claim relief under this Article shall forthwith notify the other party in writing on the intervention and on the
cessation of such circumstance.
10. LIMITATION OF LIABILITY
10.1 THE USE OF THE SOFTWARE AND ALL CONSEQUENCES ARISING THEREFROM IS THE SOLE RESPONSIBILITY
OF LICENSEE. IAR SYSTEMS SHALL NOT BE LIABLE TO THE LICENSEE FOR ANY LOSS OR DAMAGE CAUSED
ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE SOFTWARE, THE USE OF THE SOFTWARE, OR
OTHERWISE.
10.2 IAR SYSTEMS’ LIABILITY VIS-À-VIS THE LICENSEE UNDER THIS AGREEMENT SHALL UNDER ALL
CIRCUMSTANCES BE LIMITED TO FIFTY (50) PER CENT OF THE LICENSE FEE FOR THE SOFTWARE PAID BY
THE LICENSEE HEREUNDER, PROVIDED HOWEVER THAT IF SECTION 8 IS APPLICABLE THE TOTAL LIABILITY OF
IAR SYSTEMS HEREUNDER MAY INSTEAD NEVER EXCEED 100% OF THE LICENSE FEE PAID BY THE LICENSEE
HEREUNDER FOR SUCH SOFTWARE.
10.3 IAR SYSTEMS SHALL IN NO EVENT BE LIABLE TO THE LICENSEE UNDER THIS AGREEMENT FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY LEGAL THEORY, SUCH AS LOSS
OF DATA, USE AND/OR PROFITS, BUSINESS INTERRUPTION OR DOWNTIME COSTS AND CAPITAL COSTS OR
CLAIM OF THIRD PARTY, WHETHER ON ACCOUNT OF DEFECTS, PERFORMANCES, NON-PERFORMANCES,
DELAYS, PERSONAL INJURIES, PROPERTY DAMAGES, OR OTHERWISE, REGARDLESS WHETHER IAR SYSTEMS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.4 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY UNDER APPLICABLE COMPULSORY
LAW OF IAR SYSTEMS FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE.
10.5 The provisions of this Article 10 shall survive the cancellation or termination of this Agreement.
11. THIRD PARTY RIGHTS
11.1 The IAR Embedded Workbench for Eclipse includes Eclipse Materials. This License does not apply to such
Eclipse Material and this is not included in the term “Software” under this License. You agree to comply with
all terms and conditions imposed on you in respect of such Eclipse Materials.
11.1.1 The Eclipse Materials are licensed under the terms of the Eclipse Public License (EPL), Version 1.0, a
copy of which is included in the Eclipse Materials and also available at http://www.opensource.org/licenses/
eclipse-1.0.php.
11.2 The IAR Embedded Workbench may include Third Party-Owned software. In addition to all other provisions
of this License the Third Party-Owned software shall also be subject to the supplemental terms and conditions
governing such Third Party-Owned software. These supplemental terms add to the terms of this License and
shall supersede any inconsistent or conflicting terms in this License as they pertain to the Third Party-Owned
software. If the Product the Licensee receives hereunder contains Third Party-Owned software the Licensee
agree to comply with all terms and conditions imposed on you in respect of such Third Party-Owned software.
11.2.1 The Third Party-Owned Software is subject to the additional terms of each Third Party and a copy of
these supplemental terms is available at http://www.iar.com/en/products/software-licenses.
12. SUPPORT AND UPDATE AGREEMENT (SUA)
12.1 Excluding what is specified in Section 12.2 and/or Section 7 of this Agreement, this Agreement does not
grant the Licensee any right whatsoever to any improvements, modifications, enhancements or updates to the
Software, or any other support services relating to the Software.
12.2 To the extent that the license granted includes a time-limited Support and Update Service, the Licensee
IAR Software License Agreement
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