License

BRAINCHIP SOFTWARE END USER LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PROMPTLY DELETE THE UNUSED SOFTWARE FROM YOUR COMPUTER OR DEVICE.

1.License Granted.

The application, demonstration, and other software accompanying this License, whether on disk, in read-only memory, or on any other media (“BRAINCHIP’s Software”) and the related documentation are licensed to you by BRAINCHIP, INC. (“BRAINCHIP”) for your personal internal use only (with no rights to resell, transfer, assign, or sublicense), and you shall not use BRAINCHIP’s Software to process or permit it be used to process data for any third party, or to be used in the operation of a service bureau. BRAINCHIP is the licensor under this License Agreement. You own, rent, or use free-of-charges the medium on which BRAINCHIP’s Software is recorded, but BRAINCHIP and/or BRAINCHIP’s Licensor(s) retain title to BRAINCHIP’s Software and related documentation. This License allows you to use BRAINCHIP’s Software on a single hardware support and only make one copy of BRAINCHIP’s Software in machine-readable form for backup purposes only. You must reproduce on such a copy BRAINCHIP’s copyright notice and any other proprietary legends that were on the original copy of BRAINCHIP’s Software.

2.Restrictions.

BRAINCHIP’s Software contains copyrighted material, trade secrets, and other proprietary material. In order to protect that proprietary material, you may not decompile, reverse engineer, disassemble, or otherwise reduce BRAINCHIP’s Software to a human-perceivable form; copy, modify, network, rent, lease, loan, or distribute BRAINCHIP’s Software; or create derivative works based upon BRAINCHIP’s Software in whole or in part other than as expressly permitted in writing by BRAINCHIP. You agree that BRAINCHIP shall own all derivative works and improvements to BRAINCHIP’s Software. You shall not use BRAINCHIP’s Software to program any device other than BRAINCHIP devices. You may not publish or disclose the results of any benchmarking or testing of BRAINCHIP’s Software without the prior written permission of BRAINCHIP. You may not sublicense, assign, or transfer BRAINCHIP’s Software.

3.Termination.

This License is effective until terminated. You may terminate this License at any time by destroying BRAINCHIP’s Software and related documentation, and all copies thereof. This License will terminate immediately without notice from BRAINCHIP if you fail to comply with any provision of this License. Upon termination you must destroy BRAINCHIP’s Software and related documentation and all copies thereof. Upon termination you shall remain subject to the provisions, restrictions, and exclusions in this License Agreement and shall have no right to any refund of any amounts paid for BRAINCHIP’s Software. No termination shall release you from liability for any breach of this License Agreement.

4.Export Law Assurances.

You agree and certify that neither BRAINCHIP’s Software, nor any other technical data received from BRAINCHIP, nor the direct product thereof, will be shipped, transferred, or exported, directly or indirectly, to any country in violation of any applicable law. You agree to comply with all restrictions and export controls imposed by the laws and regulations of the United States and any other applicable jurisdiction.

5.Disclaimer of Warranty on BRAINCHIP’s Software.

You expressly acknowledge and agree that the use of BRAINCHIP’s Software is at your sole risk. BRAINCHIP’s Software and related documentation are provided “AS IS” and without warranty of any kind.

BRAINCHIP AND BRAINCHIP’S LICENSOR(S) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO BRAINCHIP’S SOFTWARE AND RELATED DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR NON-INTERFERENCE. BRAINCHIP DISCLAIMS ALL WARRANTIES THAT FUNCTIONS CONTAINED IN BRAINCHIP’S SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF BRAINCHIP’S SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN BRAINCHIP’S SOFTWARE WILL BE CORRECTED, OR THAT BRAINCHIP’S SOFTWARE WILL NOT BE VULNERABLE TO INTRUSION OR ATTACK. FURTHERMORE, BRAINCHIP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF BRAINCHIP’S SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO COURSE OF DEALING OR ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRAINCHIP OR A BRAINCHIP-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION. SHOULD BRAINCHIP SOFTWARE PROVE DEFECTIVE, YOU (AND NOT BRAINCHIP OR A BRAINCHIP-AUTHORIZED REPRESENTATIVE) SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS, OR CORRECTIONS.

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THIS LICENSE, ALL CONDITIONS, WARRANTIES, AND REPRESENTATIONS EXPRESSED OR IMPLIED BY STATUTE, LAW, OR OTHERWISE IN RELATION TO BRAINCHIP’S SOFTWARE ARE HEREBY DISCLAIMED AND EXCLUDED, AND BRAINCHIP SHALL BE UNDER NO LIABILITY FOR ANY LOSS, DAMAGE, OR INJURY, DIRECT OR INDIRECT, RESULTING FROM DEFECTIVE MATERIAL, FAULTY WORKMANSHIP, OR OTHERWISE.

BRAINCHIP MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES REGARDING USAGE OF BRAINCHIP’S SOFTWARE IN COMPLIANCE WITH GDPR REGULATIONS. YOU SHOULD CONSULT WITH YOUR LEGAL COUNSEL TO ENSURE YOUR USE OF BRAINCHIP’S SOFTWARE IS IN COMPLIANCE WITH GDPR REGULATIONS OR ANY OTHER LOCAL LAWS AND REGULATIONS.

THE TERMS OF THIS DISCLAIMER DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING BRAINCHIP’S SOFTWARE NOT IN THE COURSE OF BUSINESS, NOR DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONNAL INJURY CAUSED BY BRAINCHIP’S NEGLIGENCE.

6.Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL BRAINCHIP BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES DUE TO BUSINESS INTERRUPTION, DISCLOSURE OF PERSONALLY IDENTIFYING INFORMATION, CORRUPTION OF DATA, OR LOSS OF INFORMATION, ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE BRAINCHIP’S SOFTWARE OR RELATED DOCUMENTATION, BASED ON ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, VIOLATION OF PUBLIC POLICY, OR EQUITY, AND REGARDLESS OF WHETHER BRAINCHIP OR A BRAINCHIP-AUTHORIZED REPRESENTATIVE WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

IN NO EVENT SHALL BRAINCHIP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LIABILITIES, LOSSES, EXPENSES, CLAIMS, AND CAUSES OF ACTION BASED ON ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, VIOLATION OF PUBLIC POLICY, OR EQUITY, EXCEED THE AMOUNT PAID BY YOU FOR BRAINCHIP’S SOFTWARE.

7.Controlling Law and Severability.

This License shall be governed by and construed in accordance with the laws of the State of California, U.S.A., applicable to contracts made in and fully performed in the State of California, U.S.A., without giving effect to conflict of law principles that would cause the application of laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to this License. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced so as to give effect to the original intent of the parties as closely as possible to the fullest extent permitted by applicable law, and all other provisions of this License shall continue in full force and effect.

8.Entire Agreement.

This License constitutes and contains the entire agreement and understanding between you and BRAINCHIP concerning the subject matter hereof. This License supersedes and replaces all prior negotiations, representations, promises, understandings, proposals, and agreements, whether written or oral, between you and BRAINCHIP concerning the subject matters addressed herein, and it is a fully integrated document. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of BRAINCHIP.

9.Acknowledgment.

You acknowledge that you have read and understand this License and agree to be bound by these terms and conditions.

Should you have any questions concerning this License, please contact:

Brainchip, Inc., 65 Enterprise, Aliso Viejo, CA 92656 (United States) or write to sales@brainchipinc.com

Copyright 2020, BrainChip Holdings Ltd. All rights reserved.