Software License Agreement

ULINK Technology Inc.
Software License Agreement

NOTICE TO USERS: CAREFULLY READ THE FOLLOWING SOFTWARE LICENSE AGREEMENT. USE OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THIS SOFTWARE. USER’S USE OF THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE BY USER WITH THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS

“ULINK” means ULINK Technology, Inc. and its licensors, if any. “Software” means only the ULINK software program(s) and third party software programs, in each case, supplied by ULINK herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to you. The terms “use” and “uses” means storing, loading, installing, executing or displaying the Software. The terms “you” and “your” refers to the company, entity or individual that uses the Software.

2. LICENSE GRANT

ULINK Technology Inc. (“ULINK”) grants to you a nonexclusive and nontransferable license to use the Software in object code form solely on a single central processing unit owned or leased by you for as many licenses as you purchase.

3. LICENSE RESTRICTIONS

   a. You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

   b. You may not sell, rent, lease, or sublicense the Software.

   c. You may not modify the Software or create derivative works based upon the Software.

   d. You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations there under.

   e. In the event that you fail to comply with this agreement, ULINK may terminate the license and you must destroy all copies of the Software.

   f. You shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software.

4. OWNERSHIP

The Software is owned and copyrighted by ULINK. Your license confers no title or ownership in the Software and should not be construed as a sale of any right in the Software.

5. COPYRIGHT

The Software is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of ULINK and you will not acquire any rights to the Software except as expressly set forth in this license. You agree that any copies of the Software will contain the same proprietary notices which appear on and in the Software.

6. MAINTENANCE OF USB KEY

It is your responsibility if you lose or damage the USB key(s) associated with the Software.

7. LIMITED WARRANTY

The Software is provided on an “as is” basis. ULINK disclaims all warranties relating to the Software, whether expressed or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. Neither ULINK nor anyone else who has been involved in the creation, production, or delivery of the Software shall be liable for any indirect, consequential, or incidental damages arising out of the use or inability to use such Software, even if ULINK has been advised of the possibility of such damages or claims. You bear all risk as to the quality and performance of the Software. ULINK makes no warranty that the Software is or will be delivered free of any person’s or company’s claim of patent, trademark, or similar infringement. You assume all risks (including the risk of suit) that the Software or any use of the Software will infringe existing or subsequently issued patents, trademarks, or copyrights. Some jurisdictions do not allow limitation or exclusion of incidental or consequential damages, so the above limitations or exclusion may not apply to you to the extent that liability is by law incapable of exclusion or restriction.

8. SEVERABILITY

In the event of invalidity of any provision of this license, you and ULINK agree that such invalidity shall not affect the validity of the remaining portions of this license.

9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES

In no event shall ULINK or its suppliers or customers be liable to you for any consequential, special, incidental or indirect damages of any kind arising out of the delivery, performance or use of the Software, even if it has been advised of the possibility of such damages. In no event will ULINK’s liability for any claim, whether in contract, tort or any other theory of liability, exceed the license fee paid by you, if any.

10. ENTIRE AGREEMENT

This is the entire agreement between you and ULINK which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.

11. RESERVED RIGHTS

All rights not expressly granted here are reserved to ULINK.

12. MAINTENANCE AND SUPPORT

ULINK is not obligated to provide maintenance and support for the Software, however may provide you support and maintenance for the Software at ULINK’s sole discretion. Inquiries as to support and maintenance shall be made to support@ulinktech.com .

13. MANDATORY ARBITRATION

In the event a dispute arises between ULINK and you concerning any aspect of the license as set forth in this agreement, with the exception of any disputes arising regarding intellectual property rights including patent, copyright, trademark, or trade secret rights, ULINK and you agree to following this procedure: (1) discuss and attempt to negotiate a resolution of the matter; (2) submit the dispute to non-binding mediation with the assistance of a qualified and neutral mediator selected by ULINK, but with the mediator’s fees paid equally by ULINK and you; and (3) upon failure to resolve the issue according to steps (1) and (2), submit the dispute to final and binding arbitration in Santa Clara County following the procedures established by the American Arbitration Association.

14. INTELLECTUAL PROPERTY DISPUTES

In the event a dispute between ULINK and you with respect to intellectual property rights including patent, copyright, trademark, or trade secret rights related to the Software, ULINK and you both agree to follow this procedure: (1) discuss and attempt to negotiate a resolution of the matter; (2) submit the dispute to non-binding mediation with the assistance of a qualified and neutral mediator selected by ULINK, but with the mediator’s fees paid equally by ULINK and you; and (3) upon failure to resolve the issue according to steps (1) and (2),the parties may seek further relief from either a state or federal court with appropriate jurisdiction over the dispute. With respect to disputes in which a state court has appropriate jurisdiction, the dispute shall be resolved exclusively in the Superior Court of California, County of Santa Clara. With respect to disputes in which a federal court has appropriate jurisdiction, the dispute shall be resolved exclusively in the United States District Court for the Northern District of California. You expressly waive any right you may otherwise have to cause any such action or proceeding to be brought or tried elsewhere.

15. GOVERNING LAW

The license as set forth by this agreement, and any dispute arising from the relationship between ULINK and you, which is not exclusively governed by federal law, shall be governed and determined by California law, excluding any laws that direct the application of another jurisdiction’s law.