Entegris Firmware End Use License Agreement

This Entegris Firmware End User License Agreement, including any applicable supplemental terms or notices incorporated into it, collectively constitutes this “Agreement”. This Agreement is between Entegris, Inc. and its affiliates and subsidiaries (collectively, “Entegris”) and the owner or operator of the Device (“You or “Licensee”). BY CLICKING “ACCEPT,” “AGREE,” OR A SIMILAR BUTTON, OR BY ACTIVATING, ACCESSING, OPERATING OR OTHERWISE USING THE SOFTWARE EMBEDDED IN THE DEVICE, OR ANY ASSOCIATED API, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY IT. If you accept this Agreement or use the Device or the Software for an entity, such as the company you work for, you represent that you have authority to bind that entity to this Agreement. This is a binding Agreement between You and Entegris, governs the terms under which the Software can be used by You, your employees and contractors, and any other users of the Device.

If you do not agree to this Agreement, or if you do not have authority to bind the applicable Licensee, do not click “Accept” or “Agree,” and do not activate, access, configure, connect to, operate, or otherwise use the Software. Entegris may retain records of Your acceptance, including the date, time, agreement version, the Software version, Device identifier, account information, and network address associated with the acceptance.

Limited License
1. License Grant. Subject to Your compliance with this Section 1 and Section 3, Entegris grants You a limited, revocable, nonexclusive, nontransferable (except as authorized in Section 9.a), and non-sublicensable license to use, solely for Your internal business purposes, the software licensed by Entegris in this Agreement and embedded in, installed on, or provided by Entegris for use with the Device, including Entegris-authorized updates or modifications thereto as well as any associated APIs, scripts, toolkits, libraries and sample code or similar materials provided by Entegris therewith (the “Software”) solely in object code form as embedded in or installed on the Device to operate the Software solely as part of the Device’s intended functionality and access and use the API and toolkits solely in connection with the authorized operation, monitoring, configuration, and use of the Software as part of the Device.
2. License Limitations. The Software may not be separated from the human-machine interface device, display, terminal, operator panel, touchscreen, controller interface, industrial computer, or other hardware product on which Entegris embeds or installs the Software or on which Entegris authorizes the Software to be embedded or installed (“Device”), installed on another device, or used independently of the Device without Entegris’s prior written authorization.
3. License Termination. The above license will terminate immediately upon You ceasing to be authorized to use the Software for any reason whatsoever. Entegris may immediately suspend or terminate this Agreement or Your license or access to any Software or API if Entegris reasonably believes that: (a) You have breached this Agreement; (b) Your use of the Software presents a legal, security, safety, operational, technical, or commercial risk; (c) the suspension or termination is necessary to protect Entegris, a third party, the Software, or the Device; or (d) suspension or termination is required by applicable law or a governmental authority. Termination does not limit Entegris’s other rights or remedies, and sections of this Agreement that by their nature should survive termination will survive, including, without limitation, Sections 2 through 8 and 10.
4. Third-Party and Open Source Software. The Software may contain third-party technology, including open-source software (“Third-Party Software”), which may be licensed by third parties under separate terms, which will control solely with respect to such Third-Party Software. If the applicable Third-Party Software license terms require Entegris to provide the Third-Party Software in source code form, Entegris will do so upon written request.
Ownership and Reservation of Rights
1. No Sale. The Software is licensed, not sold. The purchase or transfer of a Device does not transfer ownership of the Software or any associated intellectual property rights.
2. Reservation of Rights. Except for the limited license expressly set forth in this Agreement, no rights are granted to You by implication, estoppel, or otherwise. Entegris and its licensors reserve and retain all other right, title, and interest in and to the Software; any and all documentation and other materials provided for the Software; and all updates, modifications, enhancements, corrections, and derivative works to the foregoing; and all associated copyrights, patents, trade secrets, trademarks, and other intellectual property rights.
3. Feedback. If You provide any ideas or feedback regarding the Software, including suggestions for changes or enhancements, support requests, and error corrections (collectively “Feedback”), You grant Entegris an unconditional and unrestricted right to use and exploit such Feedback.
Use Restrictions; Your Responsibilities
1. Software Limitations. To the maximum extent permitted by applicable law, You will not, and will not attempt to, permit, direct, encourage, or assist any person or entity to or attempt to: (a) use the Software other than as authorized in Section 1; (b) copy, reproduce, distribute, disclose, publish, or transfer the Software except as expressly permitted by this Agreement; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any source code, algorithms, protocols, data structures, underlying ideas, or functionality of the Software; (d) modify, adapt, translate, enhance, repair, or create derivative works of the Software or any part thereof; (e) circumvent, disable, degrade, interfere with, or bypass any license control, security measure, authentication mechanism, access restriction, rate limit, or copy-protection technology of the Software; (f) remove, or obscure any copyright, trademark, patent, confidentiality, or other proprietary notice; (g) connect unauthorized software, applications, scripts, equipment, or services to the Software; or (h) use the Software or Device in violation of applicable law or applicable operating and safety instructions.
2. API Access and Use. To the extent the Software includes or requires the use of an Entegris API, such API may be used solely to facilitate authorized communication with, integration of, monitoring of, configuration of, or exchange of data with the Software for operation of the Device. Entegris may require API credentials, access keys, certificates, tokens, or other authentication mechanisms. Such credentials are confidential and may not be shared except as expressly authorized by Entegris. You are responsible for protecting all credentials issued to You and all activity occurring through those credentials and promptly notifying Entegris of any known or suspected compromise. Entegris may, at any time and without liability: (a) add, remove, modify, replace, suspend, discontinue, throttle, limit, or disable any API or API functionality; (b) change an endpoint, protocol, message format, command structure, authentication requirement, quota, rate limit, or technical specification; or (c) revoke or replace API credentials or suspend or terminate API access. Entegris does not guarantee that an API will remain available or backward compatible.
3. Your Responsibility. You are solely responsible for: (a) determining whether the Software is appropriate for Your intended use; (b) complying with all applicable operating, maintenance, calibration, environmental, and safety instructions and maintaining adequate physical safeguards, emergency stops, interlocks, redundancies, and independent safety systems; (c) all decisions, actions, controls, commands, configurations, settings, and integrations made through or in connection with the use of the Software or the Device and independently verifying all information, alarms, outputs, measurements, and data displayed, transmitted, or generated by the Software; (d) maintaining the connectively, systems and environment for the Device and the Software to function; and (e) transferring and storing any data generated by your use of the Device.
Monitoring and Technical Data

Entegris reserves the right to embed a reporting mechanism in the Software to detect unauthorized use of the Software. Entegris may also collect, receive, generate, record, store, process, analyze, and use technical information relating to: (a) the Device or the Software; device, host, and network identifiers; the Software and firmware versions; configurations, diagnostics, performance, errors, and security events; (b) license, authentication, and credential status; and (c) information reasonably necessary to verify compliance with this Agreement. Entegris may use this information for product operation, maintenance, security, diagnostics, analytics, product improvement, license management, legal compliance, and enforcement of Entegris’s rights.
Digital Rights Management Notice

The Software may contain digital rights management, license-verification, activation, authentication, copy protection and other features designed to prevent unauthorized access, use, copying, or modification of the Software (collectively “DRM”). Except to the extent expressly permitted by applicable law, You will not, and will not permit any third party to, bypass or disable the DRM. If the license is expired, terminated, used in a manner that violates the use restrictions in Section 3, or anyone attempting to disable the DRM, all warranties in the Device, if any, are void, and Entegris may immediately restrict, suspend, or disable the access to or use of the Software, which may render the Device inoperable. Nothing in this Section limits Your or Entegris’ rights or obligations that cannot lawfully be waived or restricted under applicable law.
No Warranties
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY DATA, OUTPUTS, COMMUNICATIONS, AND MATERIALS RELATED THERETO OR RESULTING FROM THE USE THEREOF ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE,” AND ENTEGRIS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, PERFORMANCE, COMPATIBILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ENTEGRIS DOES NOT WARRANT THAT THE SOFTWARE WILL BE AVAILABLE, SECURE, UNINTERRUPTED, OR ERROR-FREE; THAT DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SOFTWARE WILL REMAIN COMPATIBLE WITH ANY EQUIPMENT, SYSTEM, PROTOCOL, OR THIRD-PARTY PRODUCT; THAT ANY DATA, DISPLAYS, ALARMS, COMMUNICATIONS, COMMANDS, OR OUTPUTS WILL BE COMPLETE, ACCURATE, OR RELIABLE; OR THAT THE SOFTWARE OR YOUR USE OF THE SOFTWARE WILL MEET OR SATISFY YOUR PARTICULAR REQUIREMENTS.
2. The Device and the Software are not substitutes for independent safety controls or qualified operator judgment. Entegris is not responsible for machine operation, industrial processes, equipment performance, safety systems, operator decisions, production results, or actions taken or omitted based upon information transmitted or generated by the Software or displayed by the Device.
3. No Maintenance Obligations. Nothing in this Agreement creates any obligation on Entegris to provide or right for You to receive any maintenance, support, or updates for the Software.
IP Indemnity.

You will defend, indemnify, and hold harmless Entegris and its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any and all claims and losses arising out of or relating to any third-party claim that your use of the Software in combination with any process or any hardware, software, or other technology other than the Device infringes or misappropriates that third party’s intellectual property rights.
LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENTEGRIS, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, DISTRIBUTORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES SHALL HAVE NO LIABILITY OF ANY KIND ARISING OUT OF OR RELATING TO THE DEVICE, SOFTWARE, OR ANY DATA, OUTPUTS, OR COMMUNICATIONS RELATING THERETO, OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY; EVEN IF ENTEGRIS WAS ADVISED OF THE POSSIBILITY OF THE LOSS OR DAMAGE; AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, ENTEGRIS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES; LOSS OF PROFITS, REVENUE, PRODUCTION, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; BUSINESS INTERRUPTION OR DOWNTIME; DAMAGE TO MACHINERY, EQUIPMENT, PRODUCTS, OR OTHER PROPERTY; COST OF SUBSTITUTE EQUIPMENT, SOFTWARE, GOODS, OR SERVICES; OR ANY CLAIM ARISING FROM AN OPERATIONAL DECISION, COMMAND, CONFIGURATION, INTEGRATION, OR ACTION TAKEN OR OMITTED THROUGH OR IN CONNECTION WITH THE DEVICE OR SOFTWARE. IF THE FOREGOING EXCLUSION OF LIABILITY IS HELD UNENFORCEABLE, ENTEGRIS’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE DEVICE AND SOFTWARE.
Assignment
1. No Assignment. You may not assign, delegate, sublicense, or transfer this Agreement or any rights under it except as expressly permitted in Section 9 or with Entegris’s prior written consent. Entegris may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, financing, sale of assets, or similar transaction. Any attempted assignment or transfer in violation of this Section is null and void.
2. Device Transfer. If You sell, assign, gift, resell, lease, transfer, or otherwise dispose of the Device, You agree, as a condition of that transaction, to: (a) notify the recipient that the Software embedded in the Device is licensed and not sold; (b) provide the recipient with access to this Agreement or Entegris’s then-current applicable end-user license agreement and ensure that the recipient accepts the terms of the Agreement and agrees to be bound by such terms before the recipient obtains access to, configures, connects to, operates, or otherwise uses the Software or takes title to the Device; and (c) immediately cease all use of the transferred Device, the Software, and any associated API credential. The recipient’s acceptance of the applicable agreement may occur by clicking “Accept,” “Agree,” or a similar button, or by activating, accessing, configuring, connecting to, operating, or otherwise using the Device or the Software after receiving notice of the applicable terms. Any purported transfer of rights to the Software without the recipient’s acceptance of this Agreement or any successor agreement hereto issued by Entegris is unauthorized and void. Your failure to satisfy this Section constitutes a material breach of this Agreement. In no event may the Software be transferred or assigned by You except as part of and solely in connection with the sale, transfer, or assignment of the Device in accordance with this Section.
Governing Law
1. Governing Law and Forum. This Agreement is governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of the State of Delaware. You agree that any and all disputes or controversies arising under, out of or in connection with this Agreement or the Software will be brought exclusively in either the courts of Delaware or in the United States District Court for the District of Delaware. You irrevocably submit and consent to the personal jurisdiction and venue of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This Agreement is not subject to the Uniform Computer Information Transaction Act as may be enacted, codified, or amended from time to time by any jurisdiction.
2. Equitable Relief. You acknowledge that a breach of Sections 1.b through 3.b, Section 9, or Section 10.c may cause Entegris irreparable harm for which monetary damages would be an inadequate remedy. Entegris may seek injunctive relief, specific performance, and other equitable remedies for such a breach, without limiting Entegris’s other rights or remedies and, to the extent permitted by law, without posting bond or proving actual damages, and nothing in this Section 10.b prevents Entegris from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, security, or the Software.
3. Export Compliance. The Software may be subject to U.S. export control laws and regulations. You agree not to transfer, export or reexport the Software or Device (directly or indirectly) (a) in violation of any export control laws or similar regulations, (b) to a prohibited country or territory, (c) for or on behalf of a restricted or sanctioned person, (d) for a prohibited end use, or (e) without any required governmental license, authorization, or approval. Entegris may suspend or terminate access to the Software if Entegris reasonably believes continued access or performance may violate applicable law.
Changes to This Agreement

Entegris may revise this Agreement in connection with a Software update, new activation, or other continued provision of the Software. A revised Agreement becomes binding upon the earliest of: (a) Your clicking “Accept,” “Agree,” or a similar button; (b) Your installing or using an update presented with the revised Agreement; and (c) Your continued use of the Software after the revised Agreement is presented to You, in each case to the maximum extent permitted by applicable law.
General Provisions

This Agreement is the entire agreement between Entegris and you regarding the Software. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Entegris, whether written or verbal, regarding the subject matter of this Agreement. Terms contained in Your purchase order, supplier portal terms, invoice or similar document do not modify this Agreement unless Entegris expressly agrees to the modification in a writing signed by an authorized representative. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and modified as closely as possible to reflect its original intent. The remaining provisions will remain effective. A failure or delay by Entegris in enforcing a provision or obligation of this Agreement does not constitute a waiver. A waiver is effective only if in writing and signed by an authorized representative of Entegris. Entegris is not responsible for delay, interruption, or nonperformance caused by circumstances beyond its reasonable control, including utility failures, telecommunications failures, cyberattacks, supply shortages, governmental actions, labor disputes, natural disasters, or failures of third-party providers.