| THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY |
| BINDING AGREEMENT BETWEEN Invensense, Inc. ("LICENSOR") AND |
| YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY |
| TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS |
| AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. |
| IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION |
| PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE |
| SOFTWARE OR DOCUMENTATION. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS |
| SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE |
| SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL |
| ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND |
| SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. |
| |
| 1. Special Definitions |
| |
| a. The term "Android" means the open source mobile platform, software |
| stack, operating system, middleware, application programming |
| interfaces and mobile applications under the trade-name "Android" |
| distributed at Android.com. |
| |
| b. The term "Android Applications" means a software application or |
| open-source contribution developed by You, designed to operate with |
| Android that does not contain or incorporate any of the Software. |
| |
| c. The term "Authorized Android Enabled Device" means only the device |
| identified on the site from which You downloaded the Software. |
| The term "Software" means the Licensor's proprietary software and |
| libraries in object code form, designed for use on the Authorized |
| Android Enabled Device. |
| |
| d. The term "Authorized Android Enabled Device Software" means a |
| packaged build for Authorized Android Enabled Devices, consisting |
| of files suitable for installation on an Authorized Android Enabled |
| Device using a mechanism such as fastboot mode or recovery mode. |
| |
| 2. License Grant |
| |
| a. Subject to the terms of this Agreement, Licensor hereby grants to |
| You, free of charge, a non-exclusive, non-sublicensable, |
| non-transferable, limited license, during the term of this |
| Agreement, to download, install and use the Software internally in |
| machine-readable (i.e., object code) form and the Documentation for |
| non-commercial use on an Authorized Android Enabled Device and |
| non-commercial redistribution of the Authorized Android Enabled |
| Device Software (the "Limited Purpose"). You may grant your end |
| users the right to use the Software for the Limited Purpose. The |
| license to the Software granted to You hereunder is solely for the |
| Limited Purpose set forth in this section, and the Software shall |
| not be used for any other purpose. |
| |
| 3. Restrictions |
| |
| a. Retention of Rights. The entire right, title and interest in the |
| Software shall remain with Licensor and, unless specified in |
| writing hereunder, no rights are granted to any of the Software. |
| Except for the right to use the Software for the Limited Purpose, |
| the delivery of the Software to You does not convey to You any |
| intellectual property rights in the Software, including, but not |
| limited to any rights under any patent, trademark, copyright, or |
| trade secret. Neither the delivery of the Software to You nor any |
| terms set forth herein shall be construed to grant to You, either |
| expressly, by implication or by way of estoppel, any license under |
| any patents or other intellectual property rights covering or |
| relating to any other product or invention or any combination of |
| the Software with any other product. Any rights not expressly |
| granted to You herein are reserved by Licensor. |
| |
| b. No Commercialization or Distribution of the Software and |
| Documentation. Except as expressly provided in Section 2 of this |
| Agreement, You shall have no right to (i) copy, disclose, |
| distribute, publically perform, publically display, transfer, |
| alter, modify, translate, disassemble, decompile, reverse engineer, |
| or adapt the Software and Documentation, or any portion thereof, or |
| create any derivative works based thereon; (ii) rent, lease, |
| assign, sublicense, resell, disclose or otherwise transfer the |
| Software and Documentation in whole or in part to any third party |
| (iii) use the Software and Documentation except for the Limited |
| Purpose, (iv) remove or alter any of the copyright or proprietary |
| notices contained in any of the Software and Documentation. For the |
| purposes of clarity, nothing in this Agreement prohibits You from |
| making and distributing Android Applications under commercial or |
| non-commercial terms, provided that You shall not contain, |
| incorporate, and/or compile the Software or any of its derivative |
| works, in whole or in part, into Your Android Applications and/or |
| any software/devices created by You or by third parties acting on |
| Your behalf. You and any such third party shall comply with all of |
| the terms and conditions of this Agreement. |
| |
| c. No Reverse Engineering. Except for any portions of the Software |
| provided to You in source code format and except for any third |
| party code distributed with the Software that is licensed under |
| contrary terms, You will not reverse engineer, disassemble, |
| decompile, or translate the Software, or otherwise attempt to |
| derive the source code version of the Software, except if and to |
| the extent expressly permitted under any applicable law. |
| |
| d. Third Party Software. You agree that Android may contain third |
| party software. You agree that you may not distribute such third |
| party software for any purpose without appropriate licenses from |
| the applicable third party or parties. |
| |
| e. No Transfer or Assignment. You shall not assign any of its rights |
| or obligations under this Agreement. Any attempted assignment in |
| contravention of this Section shall be void. |
| |
| 4. Indemnity |
| |
| a. You agree to indemnify and hold harmless Licensor and its officers, |
| directors, customers, employees and successors and assigns (each an |
| "Indemnified Party") against any and all claims, demands, causes of |
| action, losses, liabilities, damages, costs and expenses, incurred |
| by the Indemnified Party (including but not limited to costs of |
| defense, investigation and reasonable attorney's fees) arising out |
| of, resulting from or related to (i) any software, products, |
| documentation, content, materials or derivative works created or |
| developed by You using the Software which causes an infringement of |
| any patent, copyright, trademark, trade secret, or other property, |
| publicity or privacy rights of any third parties arising in any |
| jurisdiction anywhere in the world, (ii) the download, |
| distribution, installation, storage, execution, use or transfer of |
| such software, products, documentation, content, materials or |
| derivative works by any person or entity, and/or (iii) any breach |
| of this Agreement by You. If requested by an Indemnified Party, You |
| agree to defend such Indemnified Party in connection with any third |
| party claims, demands, or causes of action resulting from, arising |
| out of or in connection with any of the foregoing. |
| |
| 5. Limitation of Liability |
| |
| a. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO |
| CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL |
| LICENSOR, ITS AFFILIATES AND/OR ITS DIRECTORS, OFFICERS, |
| EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, |
| SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT |
| LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS |
| INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING |
| OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD, |
| INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF |
| LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH |
| DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR |
| EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO |
| THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. |
| IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY TO YOU FOR |
| ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS (WHETHER |
| IN CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNIFICATION OR |
| OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE |
| LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO |
| THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES HAVE |
| FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT |
| REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH |
| ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. |
| |
| 6. No Warranty |
| |
| a. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH |
| RESPECT TO THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS |
| AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF |
| MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST |
| INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF |
| TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. |
| NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A |
| WARRANTY OR REPRESENTATION BY LICENSOR (I) AS TO THE VALIDITY OR |
| SCOPE OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT |
| AND (II) THAT ANY MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT |
| OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF |
| OTHERS, AND IT SHALL BE THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH |
| DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF |
| LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF THIRD |
| PARTIES. Licensor SHALL NOT HAVE ANY OBLIGATION TO |
| PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER THIS AGREEMENT. |
| |
| 7. Term and Termination |
| |
| a. This Agreement shall be effective on the date You accept this |
| Agreement and shall remain in effect until terminated as provided |
| herein. You may terminate the Agreement at any time by deleting and |
| destroying all copies of the Software and all related information |
| in Your possession or control. This Agreement terminates |
| immediately and automatically, with or without notice, if You fail |
| to comply with any provision hereof. Additionally, Licensor may at |
| any time terminate this Agreement, without cause, upon notice to |
| You. Upon termination You must delete or destroy all copies of the |
| Software in Your possession, and the license granted to You in this |
| Agreement shall terminate. Sections 3, 4, 5, 6 and 8 shall survive |
| the termination of this Agreement. |
| |
| 8. Miscellaneous |
| |
| a. Governing Law. This Agreement is governed and interpreted in |
| accordance with the laws of the State of California without giving |
| effect to its conflict of laws provisions. The United Nations |
| Convention on Contracts for the International Sale of Goods is |
| expressly disclaimed and shall not apply. Any claim arising out of |
| or related to this Agreement must be brought exclusively in a |
| federal or state court located in Santa Clara County, California |
| and You consent to the jurisdiction and venue of such courts. |
| |
| b. Waiver and Severability. The failure of either party to require |
| performance by the other party of any provision of this Agreement |
| shall not affect the full right to require such performance at any |
| time thereafter; nor shall the waiver by either party of a breach |
| of any provision of this Agreement be taken or held to be a waiver |
| of the provision itself. Severability. If any provision of this |
| Agreement is unenforceable or invalid under any applicable law or |
| is so held by applicable court decision, such unenforceability or |
| invalidity shall not render this Agreement unenforceable or invalid |
| as a whole, and such provision shall be changed and interpreted so |
| as to best accomplish the objectives of such unenforceable or |
| invalid provision within the limits of applicable law or |
| applicable court decisions. |
| |
| c. Amendment and Modification. This Agreement and any of its terms and |
| provisions may only be amended, modified, supplemented or waived in |
| a writing signed by both parties hereto. |
| |
| d. Compliance with Laws. You shall comply with all applicable laws, |
| rules, and regulations in connection with its activities under this |
| Agreement. |
| |
| e. Entire Agreement. This Agreement completely and exclusively states |
| the agreement between You and Licensor regarding this subject |
| matter. |
