1*02424279STreehugger RobotSOFTWARE LICENSE AGREEMENT 2*02424279STreehugger Robot 3*02424279STreehugger RobotUnless you and InvenSense Corporation ("InvenSense") execute a separate written 4*02424279STreehugger Robotsoftware license agreement governing use of the accompanying software, this 5*02424279STreehugger Robotsoftware is licensed to you under the terms of this Software License 6*02424279STreehugger RobotAgreement ("Agreement"). 7*02424279STreehugger Robot 8*02424279STreehugger RobotANY USE, REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE CONSTITUTES YOUR 9*02424279STreehugger RobotACCEPTANCE OF THIS AGREEMENT. 10*02424279STreehugger Robot 11*02424279STreehugger Robot1. DEFINITIONS. 12*02424279STreehugger Robot 13*02424279STreehugger Robot1.1. "InvenSense Product" means any of the proprietary integrated circuit 14*02424279STreehugger Robotproduct(s) sold by InvenSense with which the Software was designed to be used, 15*02424279STreehugger Robotor their successors. 16*02424279STreehugger Robot 17*02424279STreehugger Robot1.2. "Licensee" means you or if you are accepting on behalf of an entity 18*02424279STreehugger Robotthen the entity and its affiliates exercising rights under, and complying 19*02424279STreehugger Robotwith all of the terms of this Agreement. 20*02424279STreehugger Robot 21*02424279STreehugger Robot1.3. "Software" shall mean that software made available by InvenSense to 22*02424279STreehugger RobotLicensee in binary code form with this Agreement. 23*02424279STreehugger Robot 24*02424279STreehugger Robot2. LICENSE GRANT; OWNERSHIP 25*02424279STreehugger Robot 26*02424279STreehugger Robot2.1. License Grants. Subject to the terms and conditions of this Agreement, 27*02424279STreehugger RobotInvenSense hereby grants to Licensee a non-exclusive, non-transferable, 28*02424279STreehugger Robotroyalty-free license (i) to use and integrate the Software in conjunction 29*02424279STreehugger Robotwith any other software; and (ii) to reproduce and distribute the Software 30*02424279STreehugger Robotcomplete, unmodified and only for use with a InvenSense Product. 31*02424279STreehugger Robot 32*02424279STreehugger Robot2.2. Restriction on Modification. If and to the extent that the Software is 33*02424279STreehugger Robotdesigned to be compliant with any published communications standard 34*02424279STreehugger Robot(including, without limitation, DOCSIS, HomePNA, IEEE, and ITU standards), 35*02424279STreehugger RobotLicensee may not make any modifications to the Software that would cause the 36*02424279STreehugger RobotSoftware or the accompanying InvenSense Products to be incompatible with such 37*02424279STreehugger Robotstandard. 38*02424279STreehugger Robot 39*02424279STreehugger Robot2.3. Restriction on Distribution. Licensee shall only distribute the 40*02424279STreehugger RobotSoftware (a) under the terms of this Agreement and a copy of this Agreement 41*02424279STreehugger Robotaccompanies such distribution, and (b) agrees to defend and indemnify 42*02424279STreehugger RobotInvenSense and its licensors from and against any damages, costs, liabilities, 43*02424279STreehugger Robotsettlement amounts and/or expenses (including attorneys' fees) incurred in 44*02424279STreehugger Robotconnection with any claim, lawsuit or action by any third party that arises 45*02424279STreehugger Robotor results from the use or distribution of any and all Software by the 46*02424279STreehugger RobotLicensee except as contemplated herein. 47*02424279STreehugger Robot 48*02424279STreehugger Robot2.4. Proprietary Notices. Licensee shall not remove, efface or obscure any 49*02424279STreehugger Robotcopyright or trademark notices from the Software. Licensee shall include 50*02424279STreehugger Robotreproductions of the InvenSense copyright notice with each copy of the 51*02424279STreehugger RobotSoftware, except where such Software is embedded in a manner not readily 52*02424279STreehugger Robotaccessible to the end user. Licensee acknowledges that any symbols, 53*02424279STreehugger Robottrademarks, tradenames, and service marks adopted by InvenSense to identify the 54*02424279STreehugger RobotSoftware belong to InvenSense and that Licensee shall have no rights therein. 55*02424279STreehugger Robot 56*02424279STreehugger Robot2.5. Ownership. InvenSense shall retain all right, title and interest, 57*02424279STreehugger Robotincluding all intellectual property rights, in and to the Software. Licensee 58*02424279STreehugger Robothereby covenants that it will not assert any claim that the Software created 59*02424279STreehugger Robotby or for InvenSense infringe any intellectual property right owned or 60*02424279STreehugger Robotcontrolled by Licensee. 61*02424279STreehugger Robot 62*02424279STreehugger Robot2.6. No Other Rights Granted; Restrictions. Apart from the license rights 63*02424279STreehugger Robotexpressly set forth in this Agreement, InvenSense does not grant and Licensee 64*02424279STreehugger Robotdoes not receive any ownership right, title or interest nor any security 65*02424279STreehugger Robotinterest or other interest in any intellectual property rights relating to 66*02424279STreehugger Robotthe Software, nor in any copy of any part of the foregoing. No license is 67*02424279STreehugger Robotgranted to Licensee in any human readable code of the Software (source code). 68*02424279STreehugger RobotLicensee shall not (i) use, license, sell or otherwise distribute the 69*02424279STreehugger RobotSoftware except as provided in this Agreement, (ii) attempt to reverse 70*02424279STreehugger Robotengineer, decompile or disassemble any portion of the Software; or (iii) use 71*02424279STreehugger Robotthe Software or other material in violation of any applicable law or 72*02424279STreehugger Robotregulation, including but not limited to any regulatory agency, such as FCC, 73*02424279STreehugger Robotrules. 74*02424279STreehugger Robot 75*02424279STreehugger Robot3. NO WARRANTY OR SUPPORT 76*02424279STreehugger Robot 77*02424279STreehugger Robot3.1. No Warranty. THE SOFTWARE IS OFFERED "AS IS," AND INVENSENSE GRANTS AND 78*02424279STreehugger RobotLICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, 79*02424279STreehugger RobotCOMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE. INVENSENSE SPECIFICALLY 80*02424279STreehugger RobotDISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC 81*02424279STreehugger RobotPURPOSE OR NONINFRINGEMENT CONCERNING THE SOFTWARE OR ANY UPGRADES TO OR 82*02424279STreehugger RobotDOCUMENTATION FOR THE SOFTWARE. WITHOUT LIMITATION OF THE ABOVE, INVENSENSE 83*02424279STreehugger RobotGRANTS NO WARRANTY THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT 84*02424279STreehugger RobotINTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS 85*02424279STreehugger RobotTHEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR 86*02424279STreehugger RobotRELIABILITY. 87*02424279STreehugger Robot 88*02424279STreehugger Robot3.2. No Support. Nothing in this agreement shall obligate InvenSense to 89*02424279STreehugger Robotprovide any support for the Software. InvenSense may, but shall be under no 90*02424279STreehugger Robotobligation to, correct any defects in the Software and/or provide updates to 91*02424279STreehugger Robotlicensees of the Software. Licensee shall make reasonable efforts to 92*02424279STreehugger Robotpromptly report to InvenSense any defects it finds in the Software, as an aid 93*02424279STreehugger Robotto creating improved revisions of the Software. 94*02424279STreehugger Robot 95*02424279STreehugger Robot3.3. Dangerous Applications. The Software is not designed, intended, or 96*02424279STreehugger Robotcertified for use in components of systems intended for the operation of 97*02424279STreehugger Robotweapons, weapons systems, nuclear installations, means of mass 98*02424279STreehugger Robottransportation, aviation, life-support computers or equipment (including 99*02424279STreehugger Robotresuscitation equipment and surgical implants), pollution control, hazardous 100*02424279STreehugger Robotsubstances management, or for any other dangerous application in which the 101*02424279STreehugger Robotfailure of the Software could create a situation where personal injury or 102*02424279STreehugger Robotdeath may occur. Licensee understands that use of the Software in such 103*02424279STreehugger Robotapplications is fully at the risk of Licensee. 104*02424279STreehugger Robot 105*02424279STreehugger Robot4. TERM AND TERMINATION 106*02424279STreehugger Robot 107*02424279STreehugger Robot4.1. Termination. This Agreement will automatically terminate if Licensee 108*02424279STreehugger Robotfails to comply with any of the terms and conditions hereof. In such event, 109*02424279STreehugger RobotLicensee must destroy all copies of the Software and all of its component 110*02424279STreehugger Robotparts. 111*02424279STreehugger Robot 112*02424279STreehugger Robot4.2. Effect Of Termination. Upon any termination of this Agreement, the 113*02424279STreehugger Robotrights and licenses granted to Licensee under this Agreement shall 114*02424279STreehugger Robotimmediately terminate. 115*02424279STreehugger Robot 116*02424279STreehugger Robot4.3. Survival. The rights and obligations under this Agreement which by 117*02424279STreehugger Robottheir nature should survive termination will remain in effect after 118*02424279STreehugger Robotexpiration or termination of this Agreement. 119*02424279STreehugger Robot 120*02424279STreehugger Robot5. CONFIDENTIALITY 121*02424279STreehugger Robot 122*02424279STreehugger Robot5.1. Obligations. Licensee acknowledges and agrees that any documentation 123*02424279STreehugger Robotrelating to the Software, and any other information (if such other 124*02424279STreehugger Robotinformation is identified as confidential or should be recognized as 125*02424279STreehugger Robotconfidential under the circumstances) provided to Licensee by InvenSense 126*02424279STreehugger Robothereunder (collectively, "Confidential Information") constitute the 127*02424279STreehugger Robotconfidential and proprietary information of InvenSense, and that Licensee's 128*02424279STreehugger Robotprotection thereof is an essential condition to Licensee's use and possession 129*02424279STreehugger Robotof the Software. Licensee shall retain all Confidential Information in 130*02424279STreehugger Robotstrict confidence and not disclose it to any third party or use it in any way 131*02424279STreehugger Robotexcept under a written agreement with terms and conditions at least as 132*02424279STreehugger Robotprotective as the terms of this Section. Licensee will exercise at least the 133*02424279STreehugger Robotsame amount of diligence in preserving the secrecy of the Confidential 134*02424279STreehugger RobotInformation as it uses in preserving the secrecy of its own most valuable 135*02424279STreehugger Robotconfidential information, but in no event less than reasonable diligence. 136*02424279STreehugger RobotInformation shall not be considered Confidential Information if and to the 137*02424279STreehugger Robotextent that it: (i) was in the public domain at the time it was disclosed or 138*02424279STreehugger Robothas entered the public domain through no fault of Licensee; (ii) was known to 139*02424279STreehugger RobotLicensee, without restriction, at the time of disclosure as proven by the 140*02424279STreehugger Robotfiles of Licensee in existence at the time of disclosure; or (iii) becomes 141*02424279STreehugger Robotknown to Licensee, without restriction, from a source other than InvenSense 142*02424279STreehugger Robotwithout breach of this Agreement by Licensee and otherwise not in violation 143*02424279STreehugger Robotof InvenSense's rights. 144*02424279STreehugger Robot 145*02424279STreehugger Robot5.2. Return of Confidential Information. Notwithstanding the foregoing, all 146*02424279STreehugger Robotdocuments and other tangible objects containing or representing InvenSense 147*02424279STreehugger RobotConfidential Information and all copies thereof which are in the possession 148*02424279STreehugger Robotof Licensee shall be and remain the property of InvenSense, and shall be 149*02424279STreehugger Robotpromptly returned to InvenSense upon written request by InvenSense or upon 150*02424279STreehugger Robottermination of this Agreement. 151*02424279STreehugger Robot 152*02424279STreehugger Robot6. LIMITATION OF LIABILITY 153*02424279STreehugger RobotTO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INVENSENSE OR ANY OF 154*02424279STreehugger RobotINVENSENSE'S LICENSORS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, 155*02424279STreehugger RobotSPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF 156*02424279STreehugger RobotLIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR 157*02424279STreehugger RobotOTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS 158*02424279STreehugger RobotOF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 159*02424279STreehugger RobotDAMAGES. IN NO EVENT WILL INVENSENSE'S LIABILITY WHETHER IN CONTRACT, TORT 160*02424279STreehugger Robot(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY LICENSEE FOR 161*02424279STreehugger RobotSOFTWARE UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING 162*02424279STreehugger RobotANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 163*02424279STreehugger Robot 164*02424279STreehugger Robot7. MISCELLANEOUS 165*02424279STreehugger Robot 166*02424279STreehugger Robot7.1. Export Regulations. YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS 167*02424279STreehugger RobotSUBJECT TO UNITED STATES AND OTHER APPLICABLE EXPORT-RELATED LAWS AND 168*02424279STreehugger RobotREGULATIONS AND THAT YOU MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE SOFTWARE 169*02424279STreehugger RobotOR ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS. 170*02424279STreehugger RobotWITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT OR TRANSFER OF THE SOFTWARE 171*02424279STreehugger RobotTO CUBA, IRAN, NORTH KOREA, SUDAN AND SYRIA IS PROHIBITED. 172*02424279STreehugger Robot 173*02424279STreehugger Robot7.2 Assignment. This Agreement shall be binding upon and inure to the 174*02424279STreehugger Robotbenefit of the parties and their respective successors and assigns, provided, 175*02424279STreehugger Robothowever that Licensee may not assign this Agreement or any rights or 176*02424279STreehugger Robotobligation hereunder, directly or indirectly, by operation of law or 177*02424279STreehugger Robototherwise, without the prior written consent of InvenSense, and any such 178*02424279STreehugger Robotattempted assignment shall be void. Notwithstanding the foregoing, Licensee 179*02424279STreehugger Robotmay assign this Agreement to a successor to all or substantially all of its 180*02424279STreehugger Robotbusiness or assets to which this Agreement relates that is not a competitor 181*02424279STreehugger Robotof InvenSense. 182*02424279STreehugger Robot 183*02424279STreehugger Robot7.3. Governing Law; Venue. This Agreement shall be governed by the laws of 184*02424279STreehugger RobotCalifornia without regard to any conflict-of-laws rules, and the United 185*02424279STreehugger RobotNations Convention on Contracts for the International Sale of Goods is hereby 186*02424279STreehugger Robotexcluded. The sole jurisdiction and venue for actions related to the subject 187*02424279STreehugger Robotmatter hereof shall be the state and federal courts located in the County of 188*02424279STreehugger RobotOrange, California, and both parties hereby consent to such jurisdiction and 189*02424279STreehugger Robotvenue. 190*02424279STreehugger Robot 191*02424279STreehugger Robot7.4. Severability. All terms and provisions of this Agreement shall, if 192*02424279STreehugger Robotpossible, be construed in a manner which makes them valid, but in the event 193*02424279STreehugger Robotany term or provision of this Agreement is found by a court of competent 194*02424279STreehugger Robotjurisdiction to be illegal or unenforceable, the validity or enforceability 195*02424279STreehugger Robotof the remainder of this Agreement shall not be affected if the illegal or 196*02424279STreehugger Robotunenforceable provision does not materially affect the intent of this 197*02424279STreehugger RobotAgreement. If the illegal or unenforceable provision materially affects the 198*02424279STreehugger Robotintent of the parties to this Agreement, this Agreement shall become 199*02424279STreehugger Robotterminated. 200*02424279STreehugger Robot 201*02424279STreehugger Robot7.5. Equitable Relief. Licensee hereby acknowledges that its breach of this 202*02424279STreehugger RobotAgreement would cause irreparable harm and significant injury to InvenSense 203*02424279STreehugger Robotthat may be difficult to ascertain and that a remedy at law would be 204*02424279STreehugger Robotinadequate. Accordingly, Licensee agrees that InvenSense shall have the right 205*02424279STreehugger Robotto seek and obtain immediate injunctive relief to enforce obligations under 206*02424279STreehugger Robotthe Agreement in addition to any other rights and remedies it may have. 207*02424279STreehugger Robot 208*02424279STreehugger Robot7.6. Waiver. The waiver of, or failure to enforce, any breach or default 209*02424279STreehugger Robothereunder shall not constitute the waiver of any other or subsequent breach 210*02424279STreehugger Robotor default. 211*02424279STreehugger Robot 212*02424279STreehugger Robot7.7. Entire Agreement. This Agreement sets forth the entire Agreement 213*02424279STreehugger Robotbetween the parties and supersedes any and all prior proposals, agreements 214*02424279STreehugger Robotand representations between them, whether written or oral concerning the 215*02424279STreehugger RobotSoftware. This Agreement may be changed only by mutual agreement of the 216*02424279STreehugger Robotparties in writing. 217*02424279STreehugger Robot 218