License

This License is between you and Mitchell Electronics, Inc. (“MEI”). This License is a legal agreement that allows you to use certain MEI software in connection with your use of certain MEI equipment during a limited period of time. IF YOU INSTALL, DOWNLOAD, ACCESS, OR USE SOFTWARE, YOU WILL BE THEREBY AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL, DOWNLOAD, ACCESS OR USE SOFTWARE.

1. Definitions.

a. Capitalized terms used in this License without definition have the meanings given to those terms in this Section 1.

b. “Ancillary Software” means software that you receive from MEI for the purpose of communicating with the MEI Software Portal, purchasing and applying Credits, downloading and enabling Testing Software, configuring Equipment, and performing other Software and/or Equipment functions.

c. “Credit” means a unit of Software usage that you have purchased from MEI or MEI has given you.

d. “Equipment” means MEI servomotor and/or encoder or resolver feedback testing equipment that you purchased from MEI.

e. “License Term” has the meaning provided in Section 5 below.

f. “MEI Software Portal” means MEI’s internet website www.mitchell-electronics.com/software.

g. “Recorded Information” means: (i) information that relates to your installation or downloading of Software, your use of Software or Equipment, the encoders, servo motors, or other items on or for which you use Equipment, or your use of the MEI Software Portal or other MEI websites; and (ii) information that you create or store within Software. Recorded Information may include information regarding cables or connectors, pinout information, test setup parameters and dates and times of use.

h. “Software” means the Ancillary Software and the Testing Software.

i. “Testing Software” means MEI software that enables Equipment to perform particular servomotor testing functions.

2. License Grant. Upon the terms set forth in this License, MEI hereby grants you a limited, revocable, non-exclusive, and non-transferable license right to use Software. Your rights to use Software are strictly limited to those that are expressly set forth in this License. MEI hereby reserves all other rights relating to Software. Software is licensed, not sold. Any updates, additions, or supplements that may be provided to you by MEI with regard to Software will, regardless of the manner or form in which you receive them, be a part of Software and subject to the terms of this License. Software is protected by trade secret laws, United States copyright laws, international copyright laws and treaties, and other intellectual property rights, laws and treaties.

3. Limited Use. You will only use Software in the manner that is expressly permitted in this License. You may use Ancillary Software only for the Equipment and Software related functions for which it is designed by MEI. You may only use Testing Software by operating Equipment to perform the servomotor and/or encoder or resolver feedback testing for which that Testing Software is designed by MEI.

4. Restrictions. You will not (a) use Software in any manner or for any purpose that is not expressly permitted in this License, (b) modify, copy, duplicate, reproduce, reverse engineer, decompile, disassemble, separate, adapt, or translate Software, reduce Software to human readable form, or create derivative works based on Software, (c) incorporate Software into any other software or use Software to create any other software, (d) remove, obscure, or modify any titles, logos, trademarks, copyright or patent notices, digital watermarks, disclaimers, or other legal notices included in Software, (e) disable or circumvent any access restrictions, control features, or encryption in Software, (f) sell, lease, lend, license, sub-license, assign, or otherwise share or transfer Software or any right to use Software, or (g) export or re-export Software to any country, person, entity, or end user subject to U.S. export restrictions.

5. License Term.

a. With regard to Ancillary Software, “License Term” means the period during which you own the Equipment to which that Ancillary Software relates.

b. With regard to Testing Software:

i. If you are using Testing Software by applying Credits, “License Term” means, as to any Testing Software, the period of time that is shown in the Ancillary Software as the Checkout Period for that Testing Software, beginning at the time of checkout; and

ii. If you are not using Testing Software by applying Credits, “License Term” means the period of time that is specified in either (i) a written agreement between you and MEI, or (ii) an email message that MEI sent to you and to which you replied indicating acceptance.

c. As to any Software, the License will be effective only during the License Term. You may use Software only during the License Term. You will not make any use of Software following the License Term. The License Term will automatically terminate if you breach or violate any of the terms of this License or any agreement that may exist between you and MEI, and that termination will not limit any right or remedy that MEI may have with regard to that breach or violation. At the end of the License Term, you will remove Software from any computer upon which it has been installed by or for you, and return to MEI any discs, drives, or other media containing Software that MEI provided to you or are otherwise in your possession or under your control.

6. Recorded Information. When you install or download Software, use Software or Equipment, or visit the MEI Software Portal or another MEI website, Software, Equipment, or MEI computers may record or collect Recorded Information. MEI may use Recorded Information to communicate with you, personalize access to the MEI Software Portal, make changes to Software or Equipment, develop new or other software, products or services, send you information concerning Software or Equipment, enforce this License or any other agreement between you and MEI, protect MEI property rights, advertise, promote and market MEI’s products, software and services, establish or preserve a legal claim or defense, and for any other purpose that is not prohibited by a law that is applicable to MEI. MEI may make Recorded Information available to other users of Software or Equipment with or without charge. If you have an ownership interest in any Recorded Information, you hereby grant MEI a perpetual, unconditional, unrestricted, irrevocable, fully paid, royalty free, and freely transferable license to use and exploit that information in any manner and for any purpose, without any right to compensation from MEI and free of all moral, intellectual property, proprietary, trade secret, and other rights.

7. Suggestions or Ideas. If you provide MEI any ideas or suggestions relating to Software or Equipment, you hereby grant MEI a perpetual, unconditional, unrestricted, irrevocable, fully paid, royalty free, and freely transferable license to use and exploit those ideas or suggestions in any manner and for any purpose, without any right to compensation from MEI and free of all moral, intellectual property, proprietary, trade secret, and other rights.

8. Restricted Rights. Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer of Software is Mitchell Electronics, Inc., 1005 E State Street, Suite A, Athens, Ohio, 45701.

9. Warranty and Limitations. Subject to the terms set forth in this Section 8, MEI warrants to you that, when used for its intended functions and purposes, Software will not infringe upon any intellectual property right belonging to any person. MEI MAKES NO OTHER REPRESENTATION, WARRANTY OR GUARANTEE WITH RESPECT TO SOFTWARE WHETHER EXPRESS OR IMPLIED, AND HEREBY EXCLUDES AND SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY TYPE, NATURE OR DESCRIPTION WHATSOEVER, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. YOUR SOLE AND EXCLUSIVE REMEDY, AND MEI’S SOLE AND EXCLUSIVE LIABILITY, WITH REGARD TO ANY CLAIM UNDER THIS WARRANTY WILL BE THE MODIFICATION OR REPLACEMENT OF SOFTWARE AS NECESSARY TO COMPLY WITH THIS WARRANTY WITHIN A COMMERCIALLY REASONABLE TIME FOLLOWING MEI’S SUBSTANTIATION OF THAT CLAIM. FOR THE AVOIDANCE OF DOUBT IN THAT REGARD, MEI WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (WHETHER SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER) ARISING FROM ANY ACTUAL OR ALLEGED BREACH OR FAILURE OF THIS WARRANTY. A claim under this warranty must be made in writing within 30 days following Your discovery of the condition that is the subject of that claim, or that claim will be deemed to have been waived.

10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL MEI BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS), WITH RESPECT TO THIS LICENSE, SOFTWARE, OR EQUIPMENT, EVEN IF MEI HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

11. Exclusive Terms. The terms set forth in this License constitute the entire agreement between MEI and you with regard to your use of Software and supersede any and all proposals or communications, or other understandings or agreements, whether oral or written, between MEI and you with regard to your use of Software. No change to or modification of any term or condition set forth in this License will be valid, binding or of any effect unless made in writing and signed by MEI. If any term of this License is found to be invalid or unenforceable under applicable law, that term (or the part thereof that is invalid or unenforceable) will be considered to have been severed from this License and the remainder of this License will continue in full force and effect.

12. Governing Law. This License will be construed and enforced in accordance with the laws of the United States of America and the State of Ohio, without regard to the laws of any jurisdiction that concern choice or conflict of laws.