Software Setup License Infineon TPM Professional Package V2.5 Software

1. Attention
Please read these terms carefully before setting up Infineon TPM Professional Package V2.5 Software (hereinafter: the Software). By setting up the Software you accept the terms and conditions stipulated hereinafter. 

If you do not agree with the terms and conditions (hereinafter: the Conditions) below, you may not install the Software and are required to return the Software and any accompanying documentation to Infineon Technologies AG, Automotive, Industrial and Multimarket, Customer Service Center, St. Martin Str. 76, 81541 Munich, Germany (hereinafter: Infineon) on Infineon´s cost and expense.

2. License Grant
Subject to your acceptance of the Conditions, Infineon grants you a non-exclusive, fee-free, non-transferable, and subject to the Conditions revocable right to set up, install, copy and use the object code of the Software within the limitations of the Conditions. 

You may use the Software and any of its copies on a not limited number of personal computers or notebooks, provided these personal computers or notebooks are operated with or in conjunction with an Infineon TPM. 

YOU AND/OR YOUR EMPLOYEES SHALL USE THE SOFTWARE, ANY OF ITS COPIES, ANY ACCOMPANYING DOCUMENTATION AND ANY MATERIAL OR INFORMATION AVAILABLE TO YOU THROUGH INFINEON`S SOFTWARE RELATED SERVICE INTERNALLY ONLY IN CONJUNCTION WITH THE INFINEON TPM, INTEGRATED IN THE RESPECTIVE PC / NOTEBOOK.

You may not reverse engineer, distribute, publicly display, sub-license, lease or rent or otherwise make available the Software, any of its copies or any accompanying documentation to third parties.

If you are a legal entity, Infineon grants the license to use the Software to such individuals that are employed by you and that are acting in strict compliance with the Conditions.

3. Rights in Software 
You agree that any and all rights, title and interest in and to the Software licensed hereunder shall belong and remain with Infineon and that, except for the license rights granted to you hereunder, no other right, title or interest is granted to you by Infineon.

4. Recommended Application of Software
You have been informed that Software was designed for use with Microsoft Windows 2000®, Microsoft Windows XP® or Microsoft Windows 2003 Server® operating systems only.
 
5. Exclusion of Warranty and Liability 
Given that use of Software in accordance with the Conditions is fee-free, you agree to the following:  

Infineon makes no representations of the accuracy, quality, timeliness, operability, availability, or completeness of the Software, of any accompanying documentation, any update, upgrade or any Software related service and you shall not rely upon them. Infineon may provide Software related service on an 'as is, as available' basis. You use the Software and/or any Infineon´s Software related service at your own risk and Infineon is not liable for any errors or omissions in its content or delivery, unless you have incurred any damage through wilful intent of Infineon or its employees.  

INFINEON HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, IF ANY, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS OF WORKMANSHIP, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY IN ACCORDANCE WITH ANY DOCUMENTATION, DELIVERY ON TIME, NON-INFRINGEMENT OF INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR THAT THE OPERATING OR APPLICATION OF THE SOFTWARE, EVEN IN COMBINATION WITH RECOMMENDED THIRD PARTY SOFTWARE, WILL BE ERROR FREE. 

6. Arbitration and Governing Law
All disputes arising out of or in connection with this license, including any questions regarding its existence, validity or termination, shall be settled under the Rules of Arbitration of the International Chamber of Commerce, Paris (ICC) by three arbitrators in accordance with the said rules. Both you and Infineon shall in this case name one (1) arbitrator to be confirmed by the competent authority under the applicable rules. Both arbitrators shall agree on the third arbitrator within thirty (30) days. Should the two arbitrators fail within the above time-limit, to reach an agreement on the third arbitrator, this third arbitrator shall be appointed by the competent authority. The seat of arbitration shall be Munich, Germany. The procedural law of the place shall apply where the rules are silent. The language to be used in the arbitration proceeding shall be English. All disputes shall be settled in accordance with the law in force in Germany without reference to its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded.

7. Confidentiality	
You shall keep confidential the Software, any copy of the Software, the accompanying documentation and any material or information received in connection with any Software related Service rendered by Infineon. The obligation above shall not apply, however, to any such information which (a) is in the public domain or becomes available to the public through no breach by you; (b) was in your possession prior to receipt from Infineon through no breach as evidenced by written documentation; (c) is independently developed by you as evidenced by written documentation; (d) is approved for release by written consent of Infineon or (e) is required to be disclosed by law or the rules of any governmental organization.

8. Term 
The term of the Software license shall commence upon acceptance of these terms and conditions. Infineon may revoke the license granted under this Agreement at any time by written notice. Immediately after effective revoke, you shall return to Infineon on its cost and expense the Software, any accompanying documentation and delete any existing copy of Software, unless otherwise instructed by Infineon.

Sect. 5 through 7 shall survive any Revoke.

