LICENSE AGREEMENT
SILICON LABS VCP DRIVER
IMPORTANT:  READ CAREFULLY BEFORE AGREEING TO TERMS

THIS PRODUCT CONTAINS THE SILICON LABS VCP DRIVER AND INSTALLER PROGRAMS AND OTHER THIRD PARTY SOFTWARE.TOGETHER THESE PRODUCTS ARE REFERRED TO AS THE “LICENSED SOFTWARE”.  USE OF THE LICENSED SOFTWARE IS SUBJECT TO THE TERMS OF THIS LICENSE AGREEMENT. DOWNLOADING THE LICENSED SOFTWARE AND INDICATING YOUR CONSENT TO THE TERMS OF THIS LICENSE CONSTITUTES A BINDING AGREMENT BETWEEN SILICON LABORATORIES, INC. ("SILICON LABS") AND YOU OR YOUR EMPLOYER (IF APPLICABLE).  IF YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF YOUR EMPLOYER, THE TERMS “YOU” AND “YOUR” REFER TO YOUR EMPLOYER. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.  IF THESE TERMS ARE CONSIDERED AN OFFER BY SILICON LABS, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS LICENSE AGREEMENT, YOU MUST NOT USE THE LICENSED SOFTWARE AND YOU MUST DELETE ALL OF COPIES OF THE LICENSED SOFTWARE FROM YOUR COMPUTER.  
1.	LICENSE:  The Licensed Software is and will remain the property of Silicon Labs or a third party from whom Silicon Labs has the authorization to distribute to you subject to the terms of this Agreement.  This Licensed Software is protected by state, federal, and international copyright laws. Subject at all times to your compliance with the terms of this License Agreement, Silicon Labs grants to you a nonexclusive license to use the Licensed Software as described in this License Agreement.  Silicon Labs may revoke this license at any time if you fail to comply with the terms of this License Agreement.  Certain parts of the Licensed Software, including DPInst.exe, are licensed from Microsoft Corporation.  For information concerning licensing DPInst.exe and the redistributable pieces of WDF used in the driver, refer to the license.rtf file in the 7600.16385.1 version of the Windows Driver Kit, available through Microsoft.
2.	CONTENTS OF THE LICENSED SOFTWARE:  The Licensed Software consists of the following items:
a.	Driver binaries
b.	INF file that describes the driver installation 
c.	DPInst.exe that provides the GUI interface to install the drivers
d.	XML file that describes the DPInst.exe and GUI items
3.	INSTALLATION AND USE RIGHTS: 
a.	You may download and install the Licensed Software on one or more computers and make any number of copies.
b.	You may internally evaluate the Licensed Software.  If you elect to use the Licensed Software for any other purpose, including modification and distribution, then the following additional terms apply to you.
c.	You may modify only the INF and XML files. You may modify these files with information concerning your company or your company’s products. 
d.	You may not modify the driver binary files or the DPInst.exe files.
e.	You may redistribute to your customers the Licensed Software only with the modified INF and XML files.  Your redistribution may be in any form, including physical media and Internet downloads. 
4.	RESTRICTIONS:  
a.	You may not use the Licensed Software with any integrated circuit products other than those designed and manufactured by Silicon Labs.
b.	Except as provided above, you may not redistribute, sublicense, assign, rent or lease any portion of the Licensed Software to any third party.
c.	You may not reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the Licensed Software.  You may not work around any technical limitation in the Licensed Software.
d.	Except as provided above, you may not modify or create derivative works from the Licensed Software.
e.	You may not modify or distribute the Licensed Software so that any part of it becomes subject to an excluded license.  An excluded license is one that requires, as a condition of use, modification or distribution, that the software be disclosed or distributed in source code form, or that others have the right to modify it.
f.	You may not obscure or remove any product identification, copyright or other notices that appear on the Licensed Software, including any notices from third parties.
g.	You may not redistribute any modified or unmodified version of the Licensed Software to any third party as a standalone product.  You may not redistribute any modified or unmodified version of the Licensed Software to any third party who has not accepted the terms of an end-user license agreement that contains terms at least as protective of Silicon Labs’ rights as those contained in this License Agreement.
5.	WARRANTY:  Silicon Labs does not warrant that the Licensed Software will meet your requirements or that operation of the Licensed Software will be uninterrupted or error-free.  You agree that the Licensed Software is provided "AS IS" and that Silicon Labs makes no other warranties regarding the Licensed Software.  SILICON LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, RELATED TO THE LICENSED SOFTWARE, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT.  YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
6.	DISCLAIMER OF DAMAGES:  IN NO EVENT WILL SILICON LABS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE EVEN IF SILICON LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  IN NO CASE SHALL SILICON LABS' CUMULATIVE LIABILITY TO YOU FOR ALL PURPOSES EXCEED FIFTY UNITED STATES DOLLARS ($50). The disclaimers and limitations set forth above will apply regardless of whether you accept the Licensed Software.
7.	TERM AND TERMINATION:  The term of this Agreement and the License granted herein shall begin upon use of the Licensed Software and continue in perpetuity unless you breach any of the obligations set out under this Agreement.  Upon any breach of this Agreement by you, the license granted hereunder shall terminate immediately and you shall cease all use of the Licensed Software and return or destroy all copies of the Licensed Software to Silicon Labs immediately.  Termination of this License upon your breach is only one remedy available to Silicon Labs. In addition to termination of this Agreement upon your breach, Silicon Labs shall be entitled to seek any and all other available remedies, at law or at equity, arising from your breach. Termination of this Agreement shall not affect your customers’ ability to continue using copies of the modified or unmodified Licensed Software they obtained from you.
8.	EXPORT: You shall comply with all applicable federal, provincial, state and local laws, regulations and ordinances including but not limited to applicable U.S. Export Administration Laws and Regulations.  You shall not export or re-export, or allow the export or re-export of the Licensed Software to any country specified in the then-current Supplement No. 1 to Part 740, or, in violation of the embargo provisions in Part 746, of the U.S. Export Administration Regulations (or any successor regulations or supplement), except in compliance with and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce.
9.	GENERAL: This Agreement will be governed by the laws of the State of Texas and any applicable federal laws or regulations. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. This Agreement constitutes the complete and exclusive statement of the mutual understanding between you and Silicon Labs with respect to this subject matter herein. This Agreement may only be modified by a written addendum, which has been signed by both you and Silicon Labs.

BY CLICKING “I ACCEPT THE TERMS OF THIS AGREEMENT” YOU AGREE TO ACCEPT AND COMPLY WITH THE TERMS OF THIS LICENSE AGREEMENT WITH SILICON LABORATORIES INC.
