1SOFTWARE LICENSE AGREEMENT 2 3Unless you and InvenSense Corporation ("InvenSense") execute a separate written 4software license agreement governing use of the accompanying software, this 5software is licensed to you under the terms of this Software License 6Agreement ("Agreement"). 7 8ANY USE, REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE CONSTITUTES YOUR 9ACCEPTANCE OF THIS AGREEMENT. 10 111. DEFINITIONS. 12 131.1. "InvenSense Product" means any of the proprietary integrated circuit 14product(s) sold by InvenSense with which the Software was designed to be used, 15or their successors. 16 171.2. "Licensee" means you or if you are accepting on behalf of an entity 18then the entity and its affiliates exercising rights under, and complying 19with all of the terms of this Agreement. 20 211.3. "Software" shall mean that software made available by InvenSense to 22Licensee in binary code form with this Agreement. 23 242. LICENSE GRANT; OWNERSHIP 25 262.1. License Grants. Subject to the terms and conditions of this Agreement, 27InvenSense hereby grants to Licensee a non-exclusive, non-transferable, 28royalty-free license (i) to use and integrate the Software in conjunction 29with any other software; and (ii) to reproduce and distribute the Software 30complete, unmodified and only for use with a InvenSense Product. 31 322.2. Restriction on Modification. If and to the extent that the Software is 33designed to be compliant with any published communications standard 34(including, without limitation, DOCSIS, HomePNA, IEEE, and ITU standards), 35Licensee may not make any modifications to the Software that would cause the 36Software or the accompanying InvenSense Products to be incompatible with such 37standard. 38 392.3. Restriction on Distribution. Licensee shall only distribute the 40Software (a) under the terms of this Agreement and a copy of this Agreement 41accompanies such distribution, and (b) agrees to defend and indemnify 42InvenSense and its licensors from and against any damages, costs, liabilities, 43settlement amounts and/or expenses (including attorneys' fees) incurred in 44connection with any claim, lawsuit or action by any third party that arises 45or results from the use or distribution of any and all Software by the 46Licensee except as contemplated herein. 47 482.4. Proprietary Notices. Licensee shall not remove, efface or obscure any 49copyright or trademark notices from the Software. Licensee shall include 50reproductions of the InvenSense copyright notice with each copy of the 51Software, except where such Software is embedded in a manner not readily 52accessible to the end user. Licensee acknowledges that any symbols, 53trademarks, tradenames, and service marks adopted by InvenSense to identify the 54Software belong to InvenSense and that Licensee shall have no rights therein. 55 562.5. Ownership. InvenSense shall retain all right, title and interest, 57including all intellectual property rights, in and to the Software. Licensee 58hereby covenants that it will not assert any claim that the Software created 59by or for InvenSense infringe any intellectual property right owned or 60controlled by Licensee. 61 622.6. No Other Rights Granted; Restrictions. Apart from the license rights 63expressly set forth in this Agreement, InvenSense does not grant and Licensee 64does not receive any ownership right, title or interest nor any security 65interest or other interest in any intellectual property rights relating to 66the Software, nor in any copy of any part of the foregoing. No license is 67granted to Licensee in any human readable code of the Software (source code). 68Licensee shall not (i) use, license, sell or otherwise distribute the 69Software except as provided in this Agreement, (ii) attempt to reverse 70engineer, decompile or disassemble any portion of the Software; or (iii) use 71the Software or other material in violation of any applicable law or 72regulation, including but not limited to any regulatory agency, such as FCC, 73rules. 74 753. NO WARRANTY OR SUPPORT 76 773.1. No Warranty. THE SOFTWARE IS OFFERED "AS IS," AND INVENSENSE GRANTS AND 78LICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, 79COMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE. INVENSENSE SPECIFICALLY 80DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC 81PURPOSE OR NONINFRINGEMENT CONCERNING THE SOFTWARE OR ANY UPGRADES TO OR 82DOCUMENTATION FOR THE SOFTWARE. WITHOUT LIMITATION OF THE ABOVE, INVENSENSE 83GRANTS NO WARRANTY THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT 84INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS 85THEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR 86RELIABILITY. 87 883.2. No Support. Nothing in this agreement shall obligate InvenSense to 89provide any support for the Software. InvenSense may, but shall be under no 90obligation to, correct any defects in the Software and/or provide updates to 91licensees of the Software. Licensee shall make reasonable efforts to 92promptly report to InvenSense any defects it finds in the Software, as an aid 93to creating improved revisions of the Software. 94 953.3. Dangerous Applications. The Software is not designed, intended, or 96certified for use in components of systems intended for the operation of 97weapons, weapons systems, nuclear installations, means of mass 98transportation, aviation, life-support computers or equipment (including 99resuscitation equipment and surgical implants), pollution control, hazardous 100substances management, or for any other dangerous application in which the 101failure of the Software could create a situation where personal injury or 102death may occur. Licensee understands that use of the Software in such 103applications is fully at the risk of Licensee. 104 1054. TERM AND TERMINATION 106 1074.1. Termination. This Agreement will automatically terminate if Licensee 108fails to comply with any of the terms and conditions hereof. In such event, 109Licensee must destroy all copies of the Software and all of its component 110parts. 111 1124.2. Effect Of Termination. Upon any termination of this Agreement, the 113rights and licenses granted to Licensee under this Agreement shall 114immediately terminate. 115 1164.3. Survival. The rights and obligations under this Agreement which by 117their nature should survive termination will remain in effect after 118expiration or termination of this Agreement. 119 1205. CONFIDENTIALITY 121 1225.1. Obligations. Licensee acknowledges and agrees that any documentation 123relating to the Software, and any other information (if such other 124information is identified as confidential or should be recognized as 125confidential under the circumstances) provided to Licensee by InvenSense 126hereunder (collectively, "Confidential Information") constitute the 127confidential and proprietary information of InvenSense, and that Licensee's 128protection thereof is an essential condition to Licensee's use and possession 129of the Software. Licensee shall retain all Confidential Information in 130strict confidence and not disclose it to any third party or use it in any way 131except under a written agreement with terms and conditions at least as 132protective as the terms of this Section. Licensee will exercise at least the 133same amount of diligence in preserving the secrecy of the Confidential 134Information as it uses in preserving the secrecy of its own most valuable 135confidential information, but in no event less than reasonable diligence. 136Information shall not be considered Confidential Information if and to the 137extent that it: (i) was in the public domain at the time it was disclosed or 138has entered the public domain through no fault of Licensee; (ii) was known to 139Licensee, without restriction, at the time of disclosure as proven by the 140files of Licensee in existence at the time of disclosure; or (iii) becomes 141known to Licensee, without restriction, from a source other than InvenSense 142without breach of this Agreement by Licensee and otherwise not in violation 143of InvenSense's rights. 144 1455.2. Return of Confidential Information. Notwithstanding the foregoing, all 146documents and other tangible objects containing or representing InvenSense 147Confidential Information and all copies thereof which are in the possession 148of Licensee shall be and remain the property of InvenSense, and shall be 149promptly returned to InvenSense upon written request by InvenSense or upon 150termination of this Agreement. 151 1526. LIMITATION OF LIABILITY 153TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INVENSENSE OR ANY OF 154INVENSENSE'S LICENSORS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, 155SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF 156LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR 157OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS 158OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 159DAMAGES. IN NO EVENT WILL INVENSENSE'S LIABILITY WHETHER IN CONTRACT, TORT 160(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY LICENSEE FOR 161SOFTWARE UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING 162ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 163 1647. MISCELLANEOUS 165 1667.1. Export Regulations. YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS 167SUBJECT TO UNITED STATES AND OTHER APPLICABLE EXPORT-RELATED LAWS AND 168REGULATIONS AND THAT YOU MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE SOFTWARE 169OR ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS. 170WITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT OR TRANSFER OF THE SOFTWARE 171TO CUBA, IRAN, NORTH KOREA, SUDAN AND SYRIA IS PROHIBITED. 172 1737.2 Assignment. This Agreement shall be binding upon and inure to the 174benefit of the parties and their respective successors and assigns, provided, 175however that Licensee may not assign this Agreement or any rights or 176obligation hereunder, directly or indirectly, by operation of law or 177otherwise, without the prior written consent of InvenSense, and any such 178attempted assignment shall be void. Notwithstanding the foregoing, Licensee 179may assign this Agreement to a successor to all or substantially all of its 180business or assets to which this Agreement relates that is not a competitor 181of InvenSense. 182 1837.3. Governing Law; Venue. This Agreement shall be governed by the laws of 184California without regard to any conflict-of-laws rules, and the United 185Nations Convention on Contracts for the International Sale of Goods is hereby 186excluded. The sole jurisdiction and venue for actions related to the subject 187matter hereof shall be the state and federal courts located in the County of 188Orange, California, and both parties hereby consent to such jurisdiction and 189venue. 190 1917.4. Severability. All terms and provisions of this Agreement shall, if 192possible, be construed in a manner which makes them valid, but in the event 193any term or provision of this Agreement is found by a court of competent 194jurisdiction to be illegal or unenforceable, the validity or enforceability 195of the remainder of this Agreement shall not be affected if the illegal or 196unenforceable provision does not materially affect the intent of this 197Agreement. If the illegal or unenforceable provision materially affects the 198intent of the parties to this Agreement, this Agreement shall become 199terminated. 200 2017.5. Equitable Relief. Licensee hereby acknowledges that its breach of this 202Agreement would cause irreparable harm and significant injury to InvenSense 203that may be difficult to ascertain and that a remedy at law would be 204inadequate. Accordingly, Licensee agrees that InvenSense shall have the right 205to seek and obtain immediate injunctive relief to enforce obligations under 206the Agreement in addition to any other rights and remedies it may have. 207 2087.6. Waiver. The waiver of, or failure to enforce, any breach or default 209hereunder shall not constitute the waiver of any other or subsequent breach 210or default. 211 2127.7. Entire Agreement. This Agreement sets forth the entire Agreement 213between the parties and supersedes any and all prior proposals, agreements 214and representations between them, whether written or oral concerning the 215Software. This Agreement may be changed only by mutual agreement of the 216parties in writing. 217 218