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Software License Agreement

PLEASE CAREFULLY READ THIS SOFTWARE LICENSE AGREEMENT AND INDICATE YOUR ACCEPTANCE BY CLICKING THE "I ACCEPT" LINK AT THE BOTTOM OF THIS PAGE. BY ACCEPTING THIS AGREEMENT, YOU WILL BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. ACCESS TO AND USE OF THE SOFTWARE WILL BE DENIED UNLESS YOU ACCEPT THE TERMS OF THIS LICENSE.

This Agreement is between you ("You") and Kionix, Inc. ("Vendor"). Vendor agrees to provide You with the Kionix software product identified in the download link below ("Software Product"), and You agree to be bound by the terms hereof.

Grant of License

VENDOR GRANTS YOU A NONEXCLUSIVE, ROYALTY FREE LICENSE TO USE THE SOFTWARE PRODUCT AS PROVIDED IN THIS LICENSE. THE SOFTWARE PRODUCT IS LICENSED BY VENDOR TO YOU FOR YOUR USE ONLY ACCORDING TO THE TERMS OF THIS AGREEMENT.

You may install and use the Software Product on no more than one computer at a time. You are granted the right to make one copy of the Software Product for backup or archival purposes.

This Agreement, and the license provided herein, is effective until terminated. Vendor may terminate this License immediately and without notice if You fail to comply with any provision of this License. Upon termination, You must destroy all copies of the Software Product. You may terminate this Agreement by permanently deleting the Software Product, and any backup or archival copies, from the computer(s) on which they are stored.

You may not transfer the Software Product to another entity or person. You may not lease or rent the Software Product. You may not modify, reverse engineer, decompile, disassemble, or create derivative works from the Software Product.

No Warranties/Disclaimers

THE SOFTWARE PRODUCT AND ANY RELATED SERVICES AND PRODUCTS PROVIDED BY VENDOR ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF (1) MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY; (5) ACCURACY; (6) NONINFRINGEMENT; (7) QUIET ENJOYMENT; AND (8) TITLE. YOU AGREE THAT ANY EFFORTS BY VENDOR TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY VENDOR WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

YOU FURTHER AGREE THAT VENDOR SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF VENDOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT.

Miscellaneous

This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect.

This Agreement shall be construed and controlled by the laws of the State of New York. Any dispute concerning, or breach of the terms of, this Agreement will be governed by the laws of the State of New York.

The Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Regulations, and may be subject to export or import regulations in other countries. Diversion contrary to U.S. law is prohibited. You shall comply strictly with all such laws and regulations and your acceptance of this agreement acknowledges that you have the responsibility to obtain any required licenses to export, reexport, or import Software.