MICROEJ LICENSE AGREEMENT PREAMBLE THIS SOFTWARE LICENSE AGREEMENT (THE « AGREEMENT ») APPLIES TO PRODUCTS LICENSED BY INDUSTRIAL SMART SOFTWARE TECHNOLOGY S.A., 11 RUE DU CHEMIN ROUGE, F-44373 NANTES, FRANCE («IS2T®») INCLUDING ANY OF ITS SUBSIDIARIES (« IS2T PARTNERS ») OR DISTRIBUTORS (« IS2T DISTRIBUTORS ») TO YOU (« THE LICENSEE »). On purchase of any Licensed Product from IS2T or an IS2T Partner or an IS2T Distributor, the related order confirmation from IS2T or the relevant IS2T Partner or IS2T Distributor, or where applicable the agreement incorporating these terms between IS2T (or the relevant IS2T Partner or IS2T Distributor) and the Licensee, will set out, in addition to the applicable licensed product and license fees (which will also be stated in the related Invoice) the restrictions on the way the Licensee can use the relevant Software and potentially the number of Users who can use the Software simultaneously. Any opening of packaged software, where these terms have been stated or referred to, any clickwrap that leads to the downloading of the software and any use of IS2T's Software, is subject to these terms and conditions. THE LICENSEE, AS A USER OF THE LICENSED PRODUCTS REFERRED TO ABOVE AND ON THE RELEVANT INVOICE, WILL BIND THE LICENSEE DESCRIBED ON THE INVOICE, TO THIS AGREEMENT, BY THE OPENING OF PACKAGED PRODUCT, OR THE CLICKWRAPPING THAT LEADS TO THE DOWNLOADING OF THE SOFTWARE PRODUCT OR INSTALLING THE SOFTWARE WHERE THIS AGREEMENT HAS BEEN STATED OR REFERRED TO. IF YOU ARE NOT IN AGREEMENT WITH THE TERMS HEREIN, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR CORPORATION OR ORGANIZATION TO THESE TERMS, YOU MUST IMMEDIATELY CONTACT IS2T. IN ADDITION, YOU MAY NOT INSTALL ANY SOFTWARE OR USE ANY PARTS OF THE PRODUCT. 1 DEFINITIONS 1.1 The following terms have the meanings set forth below whenever they are used in this Agreement. 1.2 « Executable Software » means an executable code version of the software Source Code. 1.3 « Software Source Code » means a software, written in text form that must be translated into machine code before it can be run on any microprocessor architecture. 1.4 « Software » is a collective term for Executable Software and Software Source Code as defined above and all other forms of software programs, such as, but not limited to Java scripts. 1.5 « The SOFTWARE » means the Software program(s) included in the enclosed package or otherwise specified in this Agreement or Invoice (including any link-time and run-time modules), along with templates or other instructions and any Software updates, revisions and additional modules and templates (if any) the Licensee may receive from IS2T or an IS2T Partner or an IS2T Distributor hereunder from time to time. The SOFTWARE can be MICROEJ-EDU or MICROEJ-EVAL or MICROEJ-DEV (the EDITION; collectively MICROEJ), according to the relevant Invoice. 1.6 « MicroEJ Eclipse Workbench » means the MICROEJ module that will be used as a Eclipse plug-in to load the SOFTWARE. MicroEJ Eclipse Workbench is a free, not an Open Source Software, whose use is subject to MicroEJ Eclipse Workbench EULA. 1.7 « MICROEJ-EDU » means the educational EDITION of MICROEJ which can be provided solely for the purpose of testing MICROEJ on a computer thanks to a simulator as well as teaching and learning embedded Java Applications design. 1.8 « MICROEJ-EVAL » means the evaluation EDITION of MICROEJ which can be provided for the purpose of testing MICROEJ on a computer and potentially on an embedded hardware system, as well as teaching and learning Java Applications design. 1.9 « MICROEJ-DEV» means the development EDITION of MICROEJ which can be used for creating an application that will potentially run on an embedded hardware system. 1.10 « Documentation » means a copy of the documentation, as provided by IS2T or the IS2T Partner or IS2T Distributor, together with the SOFTWARE for use by the Licensee. 1.11 « Product » means the SOFTWARE and Documentation licensed to the Licensee under the conditions of this Agreement. 1.12 « Invoice » means IS2T's or IS2T Partner’s or IS2T's Distributors' invoice to the Licensee for the Product license granted hereunder. 1.13 « Intellectual Property Rights » means copyright, design right, patents, trademark rights, database rights, rights in confidential information and any other intellectual property rights whether registered or unregistered anywhere in the world. 1.14 « MICROEJ Specification Summary » means the documentation, available for download from the resources page of IS2T website, that summaries all the specification of a MICROEJ. 1.15 « Target Architecture » means the family or group of embedded microcontroller and microprocessor devices belonging to one processor architecture defined by its instruction set and specified in the MICROEJ Specification Summary. 1.16 « WIPO » means World Intellectual Property Organization. 1.17 « BINARY IMAGE » means software code in its binary form that has been generated by the SOFTWARE. 1.18 « Agency for the Protection of Programs (APP)» means the French private Organization with office at 249 rue de Crimée, PARIS 75019 (FRANCE) where MICROEJ has been registered. 1.19 « The Media » means any kind of physical memory where the SOFTWARE has been copied or burnt in order to be delivered to the Licensee. 1.20 « Applications » means the Licensee's software programs that are intended to be designed and/or used with the SOFTWARE. 1.21 « The End-Product » means the hardware device where the Executable Binary Image has been stored in order to be sold or used as a piece of equipment. 1.22 « The Licensing Tool » means a hardware or Software license manager that will settle the number of Users of the Licensee who will be authorized to simultaneously use the SOFTWARE. 1.23 « User » means the End-User who has to be a natural person and who will be allowed by the Licensee to use the SOFTWARE, under the responsibility of the Licensee. 1.24 « The LICENSE FEES » means the License Fees effectively paid by the Licensee or to be paid by the Licensee in consideration of the rights granted under this Agreement. 2 TERM OF AGREEMENT 2.1 This Agreement shall become effective, at the latest, at the Licensee's receipt of the SOFTWARE. It shall remain, subject to clause 2.2 , in effect for a definite period in time, subject to the terms and conditions set out below – in particular, if there is a breach of this Agreement by the Licensee, IS2T, or the relevant IS2T Partner or IS2T Distributor has the right, according to Section 17 , to terminate the Agreement. Registration of the Licensee as a rightful user of Products shall be made in accordance with applicable instructions from IS2T or the relevant IS2T Partner or IS2T Distributor. 2.2 This Agreement shall be terminated (i) at the end date stated in the Invoice or (ii) if the Licensee has not paid the Invoice or (iii) if the Licensee is in breach with this Agreement in accordance with Section 17 . 2.3 On termination, the Licensee shall have no claim on the SOFTWARE, including but not limited to any claim to any ownership of the SOFTWARE or the Intellectual Property Rights therein. The SOFTWARE, and all copies in the possession of the Licensee at the date of termination, shall be destroyed by the Licensee on termination of this Agreement. 3 OWNERSHIP AND LICENSE GRANT 3.1 IS2T holds all rights title and ownership in the Product including all and any Intellectual Property Rights which subsist in the Product and all copies thereof. No title or other rights in the Product (other than those rights expressly granted herein) shall pass to the Licensee. 3.2 THE PRODUCT IS LICENSED, NOT SOLD, TO THE LICENSEE FOR USE ONLY UNDER THE TERMS OF THIS AGREEMENT. THE LICENSEE ACKNOWLEDGES THAT THE PRODUCT CONSISTS OF PROPRIETARY, UNPUBLISHED PRODUCTS OF IS2T, PROTECTED UNDER INTERNATIONAL COPYRIGHT LAW, TRADE SECRET LAW AND WHERE APPLICABLE THE LAW OF CONFIDENCE. 3.3 IS2T has registered the SOFTWARE in “the Agency for the Protection of Programs (APP)” under the number IDDN.FR.001.100022.000.R.P.2008.000.10000. 3.4 Subject to the terms and conditions of this Agreement, IS2T hereby grants to the Licensee a personal, non-transferable, non-exclusive license, to use the SOFTWARE simultaneously by the agreed number of authorized Users. The Licensee's agreed number of authorized Users of the SOFTWARE under the Agreement, if more than one, is stated in the Invoice. This number of authorized Users may be managed by the Licensing Tool. 3.5 If multi-User permission is not expressly stated in the Invoice, the SOFTWARE must be used by only one Licensee's User at the time, on one single, self-contained computer unit, designated through any means of identification. A switch of the designated computer to another single computer may be allowed via the Licensing Tool or other transfer program provided by IS2T or the relevant IS2T Partner or IS2T Distributor. The SOFTWARE may only be accessed by Users designated in this clause. 3.6 This Agreement allows the Licensee to use the SOFTWARE according to the EDITION stated in the relevant Invoice and the rights grants by the EDITION as described below. The number of Users shall also be stated in the relevant Invoice as well as the ending date of the rights grants under this Agreement. 3.7 The EDITION of MICROEJ provided under the terms of this Agreement will determine the rights the Licensee shall have under this Agreement and the purpose the Licensee can use the SOFTWARE for. 3.8 If the SOFTWARE's EDITION is MICROEJ-EDU or MICROEJ-EVAL, the Licensee's rights are limited to the use of the SOFTWARE for the purpose of evaluating, learning and teaching. 3.9 If the SOFTWARE's EDITION is MICROEJ-DEV, the Licensee's rights under this Agreement are extended to the right of designing application for the purpose of embedding it in a final product, under the term of the Manufacturing Contract, as stated in Section 8. 3.10 Even if the SOFTWARE Source Code is accessible by the Licensee, the Licensee acknowledges that the SOFTWARE Source Code contains a copyrighted work and the proprietary information of IS2T. The Licensee also acknowledges that making that SOFTWARE Source Code accessible to third parties of this Agreement, will damage and infringe the Intellectual Property Rights of IS2T in the Products. In that case, the Licensee hereby agrees to indemnify IS2T (and any relevant IS2T Partner or IS2T Distributor) against all damage resulting from the breach. The Licensee shall keep and protect the confidentiality of the SOFTWARE Source Code with at least the same degree of care as the Licensee’s own proprietary source code (if any), as further specified in Section 5. 3.11 Back-up Copies: the Licensee may make a SINGLE Back-up copy (ONE COPY) of the SOFTWARE in machine executable code form, only to be used in the event and to the extent that the copy of the SOFTWARE received from IS2T fails to function, is lost, damaged or destroyed. The Licensee agrees that he will make no other copies of the SOFTWARE and will not allow, authorize or assist others to copy any part or all of the SOFTWARE in any form without the prior written approval of IS2T. The Back-up copy of the SOFTWARE may be kept by the Licensee in a safety deposit box or such other secure place as is normally used by the Licensee for the storage of the Licensee’s SOFTWARE Back-ups. The right for the Licensee under this Article shall not, in any circumstances, include the right to remove the Licensing Tool that may be included in the SOFTWARE or in the Media. 4 LICENSE RESTRICTIONS 4.1 This Agreement does not give the Licensee any right to use IS2T's names, Trademarks or Logos, such as, but not limited to : IS2T®, IceTea®, MicroJvm®, MicroEJ®, SNI®, Wadapps®, MicroUI™, S3™, IceOS®, Shielded Plug®, Drag Emb' Drop™ and any associated logos, devices or figurative elements. 4.2 The Licensee may not remove any notice or indication of IS2T ownership in the SOFTWARE. 4.3 THE LICENSEE MAY NOT MAKE ANY MODIFICATION (INCLUDING, BUT NOT LIMITED TO, REMOVING ANY PART OF, REVERSE ENGINEERING, DECOMPILING, OR DISASSEMBLING) OF ANY EXECUTABLE PART OF THE SOFTWARE. THE LICENSEE IS NOT ALLOWED TO DERIVE THE SOURCE OR ASSEMBLY CODE OF FILES PROVIDED IN THE EXECUTABLE OR OBJECT FORMATS. THE LICENSEE ACCEPTS THAT ALL INFORMATION OBTAINED ABOUT THE SOFTWARE (INCLUDING TEST RESULTS AND BENCHMARKS) MUST BE TREATED AS CONFIDENTIAL AS DESCRIBED UNDER SECTION 5. 4.4 The Licensee guarantees that the Licensee will not sell, license, lease, rent, loan, lend, transmit, network share, communicate or otherwise distribute or transfer the SOFTWARE in any manner to any third party whether on a permanent or temporary basis, except as explicitly stated in this Agreement. Furthermore, the Licensee guarantees that he will not use or permit the use of the SOFTWARE for the benefit of any other party (including without limitation by time sharing or network use). The Licensee also guarantees that he will not make unauthorized copies of the Documentation; make translations of the Documentation; make telecommunications data transmissions of the SOFTWARE. The Licensee acknowledges that he may not make derivative works from the Executable Software for any purpose including error correction or any type of maintenance. 4.5 If IS2T or the relevant IS2T Partner or IS2T Distributor suspect a breach of this Agreement, IS2T or the relevant IS2T Partner or IS2T Distributor will have the right to audit the Licensee’s business. This audit can be conducted either by IS2T, the relevant IS2T Partner or IS2T Distributor or, at the Licensee's request, by a neutral third party. In the case of a neutral third party carrying out such an audit, IS2T (or the relevant IS2T Partner or IS2T Distributor as the case may be) and the Licensee shall, in good faith, mutually appoint an auditor. If such an agreement is not reached within 60 days after the IS2T (or the relevant IS2T Partner or IS2T Distributor as the case may be) notice, IS2T (or the relevant IS2T Partner or IS2T Distributor) will conduct such audit. The Licensee will permit IS2T, or a third party (including IS2T Partners or IS2T Distributors) as the case may be, to have access to the Licensee's computer systems. The Licensee will also permit IS2T (or a third party including IS2T Partners or IS2T Distributors) to use software audit tools on Licensee's records and computer system, in accordance with this Agreement. Upon the Licensee's request, the party conducting the audit, shall enter into a reasonable non-disclosure agreement with the Licensee, in order to protect the Licensee's propriety and/or confidential information. Information given to IS2T (or such third party instructed by IS2T (including IS2T Partner or IS2T Distributor as the case may be), through such an audit, shall be limited as to the information concerning the Licensee's use of the SOFTWARE. 4.6 Each and every breach by the Licensee hereunder will lead to a contractual penalty amounting to : - 300% (three hundred pour cent) for breach under Articles 3.3, 3.4, 3.9, 3.10, 4.3, 4.4 and - 10,000% (ten thousand pour cent) for breach under Section 8 of the LICENSE FEES paid or to be paid (as stated in the relevant Invoice and excluding potential discounts) for all the MicroEJ licensed to the Licensee at the day of the stated infraction missuse. The penalty will be payable by the Licensee to IS2T within five (5) months of the stated infraction missuse. If IS2T's damage, due to the breach, exceeds this amount, the remainder shall also be paid by the Licensee. 5 USE RESTRICTION AND CONFIDENTIALITY 5.1 The Licensee agrees that all information relating to the SOFTWARE can be used solely under, and in accordance with, this Agreement. The Licensee has no right at any time, during or after cancellation or termination of this Agreement to disclose, directly or indirectly, such material and/or information relating to the SOFTWARE, to any third party without IS2T's prior written approval. The Licensee shall be liable for all losses, costs, damages and expenses arising out of or in connection with the Licensee's failure to comply with the requirements of Section 5. 5.2 THE LICENSEE'S CONFIDENTIALITY OBLIGATIONS HEREUNDER SHALL SURVIVE THE CANCELLATION OR TERMINATION, FOR ANY REASON, OF THIS AGREEMENT. 6 SAMPLES AND TUTORIALS 6.1 IS2T (or the relevant IS2T Partner or IS2T Distributor as the case may be) may provide, in or with the SOFTWARE, one or more Software application samples in Software Source Code form (the « SAMPLE CODES ») that will help the Licensee to use the SOFTWARE. THOSE SAMPLE CODES ARE PROVIDED TO THE LICENSEE « AS IS » WITHOUT WARRANTY OF ANY KIND, ONLY FOR THE PURPOSE OF DEMONSTRATION. 6.2 This Section will apply to all the SAMPLE CODES, provided by IS2T (or the relevant IS2T Partner or IS2T Distributor as the case may be), starting by the Template: //* Copyright {Date} IS2T. All rights reserved //* For demonstration purpose only //* IS2T PROPRIETARY //* Use is subject to license terms. 6.3 IS2T hereby grants to the Licensee a personal, non-transferable, non-exclusive, free of charge license to use those SAMPLE CODES and integrate them in the Licensee's application, only with the SOFTWARE. The Template must never be removed from the code even if the code is modified or integrated in an Application. 6.4 THE SAMPLE CODES SHALL NOT BE COPIED, EVEN IF MODIFIED, IN ANY OTHER SOFTWARE THAN THE SOFTWARE MICROEJ AND SHALL NOT BE USED FOR ANY APPLICATION CREATED BY OTHER SOFTWARE THAN THE SOFTWARE MICROEJ. 7 LIBRARIES PROVIDED IN SOURCE CODE 7.1 Some libraries may be provided in source code starting with the following template: //* Copyright {Date} IS2T. All rights reserved //* This library is provided in source code for use, modification and test, subject to license terms //* Any modification of the source code will break IS2T warranties on the whole library 7.2 IS2T hereby grants to the Licensee a personal, non-transferable, non-exclusive, license to use, modify, make a derivative work (by incorporating the library to their project), of those libraries provided in source code. 7.3 For the avoidance of doubt, the libraries provided in source code are not free open source software and can only be used by the Licensee under the terms of this agreement. Any modification will make the library a software provided “as is” with no warranty of any kind. 8 DEVELOPMENT TOOL USAGE SCOPE 8.1 The SOFTWARE may include IS2T's proprietary Software tools (the “Tools”) that will help the Licensee to design Java application using the SOFTWARE. Those Tools, such as, but non limited to, the Classfile Inspector, the Dependency Discovery, the Font Generator, and the Image Generator are provided to the Licensee under the terms of this Agreement and shall solely be used on Applications that are intended to be used with the SOFTWARE. 8.2 THE LICENSEE SHALL NOT USE ANY PART OF, OR TOOLS FROM, THE SOFTWARE MICROEJ ON CODES OR APPLICATIONS THAT ARE NOT INTENDED TO BE USED WITH THE SOFTWARE MICROEJ. 9 DERIVED SOFTWARE 9.1 If the EDITION of the SOFTWARE enables to do so, the Licensee may, for the purpose of a demonstration, generate, with the SOFTWARE, a simulator that can be run on a computer (the JPF Player). IS2T hereby grants the Licensee a non-exclusive, free of charge license to use and provide the JPF Player for the purpose of commercial and technical demonstration. The terms of use of the JPF Player are stated in the JPF Player End User License. 9.2 Depending on the EDITION, the purpose of MICROEJ may be to generate a BINARY IMAGE for a Target Architecture. Subject to the terms and conditions of this Agreement, if and only if the EDITION is not MICROEJ-EDU, IS2T hereby grants to the Licensee the right to store the BINARY IMAGE generated by MICROEJ, solely for the purposes of internal Software product development and testing. BINARY IMAGES for other purposes, such as, but not limited to those manufactured within End-Products, evaluation units, demo units, beta units and any other "production quality" units, are not covered by this Agreement. 9.3 THIS AGREEMENT DOES NOT GIVE THE LICENSEE ANY RIGHT ON THE BINARY IMAGE AND ANY MATERIAL GENERATED BY THE SOFTWARE, OTHER THAN THE RIGHTS EXPRESSLY GRANTED ABOVE. 9.4 If this Agreement applies to MICROEJ-EVAL or a MICROEJ-EDU (according to the Invoice), the SOFTWARE is not provided to the Licensee in order to generate a BINARY IMAGE that will be embedded in an End-Product. 9.5 NO MANUFACTURING CONTRACT WILL BE DELIVERED FOR ANY MATERIAL GENERATED BY MICROEJ-EDU OR MICROEJ-EVAL. 9.6 If this Agreement applies to MICROEJ-DEV (according to the Invoice), IS2T hereby grants the Licensee the right to request from IS2T S.A a license to embed the BINARY IMAGE in the End-Products. This right to request a license to embed the BINARY IMAGE in the End-Product shall be transferable to any third party. 9.7 Authorized Partner. The license to embed the RUNTIME MODULE in the End-Products can be purchased directly from IS2T through a Manufacturing Contract or from an Authorized Partner. An authorized Partner is a partner that has been authorized by IS2T to sublicense the right to embed the RUNTIME MODULE in the End-Product. As the license has already been purchased by such Authorized Partner for identified End-Products (with specifics part-numbers), no extra-fees nor specifics agreement (such as Manufacturing Contract) shall be required if the End-Product distributed by the Authorized Partner is identified as including the appropriate license. In other case, the terms of use of the BINARY IMAGE, others than the rights expressly granted in Article 8.2, is stated in the Manufacturing Contract, provided by IS2T, in accordance with the Production Invoice. 9.8 If the Licensee decides to deploy the BINARY IMAGE on identified End-Product ordered from an Authorized Partner, shall the Licensee declare its intention to start the deployment by sending a report to IS2T's commercial team. A template of this report is available upon request from IS2T. 9.9 One of the purposes of the SOFTWARE may be to generate a modified Java Platform that will be used by another MicroEJ Licensee. For the purpose of using this function of the SOFTWARE, IS2T grants the Licensee the right to distribute the Java Platform generated the SOFTWARE to any MicroEJ licensee that request such a modified Java Platform as long as MicroEJ Licensees owns the right (according to its invoice and/or documentation) to import Java Platforms generated by the SOFTWARE. 9.10 THE LICENSEE IS RESPONSIBLE FOR ANY UNAUTHORIZED USED OF THE GENERATED MODIFIED JAVA PLATFORM. 10 PAYMENT TERMS AND CONDITIONS 10.1 In consideration of the rights granted and service rendered by IS2T under this Agreement, the Licensee shall pay the LICENSE FEES for the SOFTWARE as specified of the Invoice. Payments shall be made in accordance with the payment schedule stated in the Invoice and the Sales Terms and Conditions. 10.2 If the Licensee fails to pay within the time stipulated in the payment schedule in the Invoice, IS2T (or the relevant IS2T Partner or IS2T Distributor as the case may be) shall be allowed to a) charge interest after the due date as stated in the Invoice, b) postpone the fulfillment of any of its own obligations until payment is made, and/or c) terminate the Agreement by notice in writing to the Licensee and d) recover from the Licensee any and all loss incurred. 11 LIMITED WARRANTY 11.1 IS2T guarantees that the media on which the SOFTWARE is recorded (The Media) will be free from defects and fully workable (under normal use) for a period of ninety (90) days from the date of delivery to the Licensee. During this warranty period, IS2T will, at its option, after its receipt of the Media in return, replace or repair (at IS2T's choice), free of charge, defective media on which the SOFTWARE was recorded. Repair or replacement shall be the Licensee's exclusive remedy under this Media warranty. Notwithstanding the above, IS2T shall have no obligation to repair or replace a Media which, in IS2T's opinion, has been damaged by the Licensee by accident, abuse, or by an attempted self-maintenance service. 11.2 IS2T does not guarantee that the SOFTWARE will meet the Licensee's requirements, be fit for the Licensees intended purposes or that the operation of the SOFTWARE will be uninterrupted or error free. The Licensee is solely responsible for the use of the SOFTWARE and for the results obtained. 11.3 The warranty discussed in Article 10.1 will not apply if the SOFTWARE has been used improperly, or installed on equipment not specified in the relative MICROEJ Specification Summary. A minor breach of the above warranty by IS2T (such as unwarranted delay in repairing or replacing the Media) will not give the Licensee the right to terminate this Agreement. 11.4 THE ABOVE WARRANTY IS IS2T'S ONLY WARRANTY WITH REGARD TO THE SOFTWARE. NO OTHER WARRANTY OR CONDITION, EXPRESS OR IMPLIED, WILL APPLY. IS2T WILL NOT BE LIABLE FOR ANY LACK OF PERFORMANCE OF THE SOFTWARE. IS2T SPECIFICALLY EXCLUDES ALL OTHER WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT, OR OF ANY OTHER WARRANTY OBLIGATION ON THE SOFTWARE. 11.5 The provisions of Section 10 shall survive any expiration or termination of this Agreement. 12 INSURANCE 12.1 IS2T has subscribed to an insurance policy covering its professional and civil liability under Section 14. 13 INTELLECTUAL PROPERTY INFRINGEMENT 13.1 In the event that any third party claims that the SOFTWARE, as provided at the date of the Invoice, constitutes an infringement of any Intellectual Property Rights of that third party or any other person (under the law of the country under which either IS2T or the Licensee is based), IS2T will, according to Article 12.2, actively participate in any action brought against the Licensee dealing with this infringement. 13.2 IS2T shall, in the case set out above, as the sole remedy, provide reasonable assistance and/or information about the SOFTWARE or Software Source Code, that could help the Licensee to prove that there is no infringement of Intellectual Property Rights. If such an infringement is proved, then IS2T may, at its option, (i) obtain the right for the Licensee to continue using the infringing Product, (ii) replace or modify the infringing Product to it becomes non infringing, or (iii) if such replacement or modification is not reasonably available, terminate this Agreement, and as the sole remedy, pay back the LICENSE FEES that have been paid by the Licensee for the Product in question within the period of (one) 1 year prior to the termination (the last year LICENSE FEES). 13.3 IS2T shall not be liable if the alleged infringement arises out of (i) any unauthorized use of the SOFTWARE, (ii) any modifications made by the licensee or a third party, or (iii) any articulation of the SOFTWARE with other products or devices not provided by IS2T. THE OBLIGATIONS STATED IN THIS SECTION ARE IS2T'S SOLE LIABILITIES AND THE LICENSEE'S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. IN NO MANNER CAN IS2T'S LIABILITY, UNDER THIS SECTION 12, EXCEED THE LAST YEAR LICENSE FEES PAID BY THE LICENSEE FOR THE INFRINGING SOFTWARE. 14 FORCE MAJEURE 14.1 Neither party shall be held responsible for a breach of this Agreement, if that breach is caused by an event considered to be a “Force Majeure”. The “Force Majeure” legal Criteria are : (i) unpredictable, (ii) extern to the party and (iii) unavoidable. The event that can be considered as Force Majeure could be (but not limited to) riots, floods, war, warlike hostilities, acts of terrorism; fires; embargo, power, fuel, means of transportation or common lack of other necessities. 14.2 Each party shall notify the other in writing of the beginning and the end of such circumstances. 15 LIMITATION OF LIABILITY 15.1 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT IS2T'S (OR IS2T PARTNERS’ AND IS2T DISTRIBUTORS’) LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM IS2T'S (OR IS2T PARTNERS’ AND IS2T DISTRIBUTORS’) NEGLIGENCE. 15.2 THE USE OF THE SOFTWARE AND ALL CONSEQUENCES ARISING THEREOF IS THE SOLE RESPONSIBILITY OF THE LICENSEE. IS2T (AND IS2T PARTNERS AND IS2T DISTRIBUTORS) SHALL NOT BE LIABLE TO THE LICENSEE FOR ANY LOSS OR DAMAGE CAUSED BY, ARISING FROM, DIRECTLY OR INDIRECTLY, OR IN CONNECTION WITH THE SOFTWARE, THE USE OF THE SOFTWARE OR OTHERWISE. 15.3 IS2T'S (AND IS2T PARTNERS’ AND IS2T DISTRIBUTORS’) LIABILITY TO THE LICENSEE UNDER THIS AGREEMENT SHALL UNDER ALL CIRCUMSTANCES BE LIMITED TO THE LAST YEAR LICENSE FEES PAID IN CONSIDERATION OF THE RIGHTS GRANTED UNDER THIS AGREEMENT. EVEN IF SECTION 10 IS APPLICABLE, THE TOTAL LIABILITY OF IS2T MAY NEVER EXCEED ONE HUNDRED POUR-CENT (100%) OF THE LAST YEAR LICENSE FEES PAID BY THE LICENSEE FOR SUCH SOFTWARE. 15.4 IS2T (AND IS2T PARTNERS AND IS2T DISTRIBUTORS’) SHALL NEVER BE LIABLE TO THE LICENSEE, UNDER THIS AGREEMENT, FOR ANY SPECIAL, INDIRECT OR INCIDENTAL DAMAGE, OR ANY ECONOMIC LOSS INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF DATA OR LOSS OF GOODWILL UNDER ANY CIRCUMSTANCES. 15.5 IS2T solely warranties that IS2T will not not damage the Licensee’s systems environment in any way or degrade the Licensee’s systems environment more than can be reasonably expected (memory size for code and data stored to be specified and CPU load for instance) or introduce or permit the introduction of computer viruses, worms, Trojans, malware, spyware, any form of malicious code or other unauthorized software or make unauthorized changes to software whether accidental or otherwise. The provisions of Section 14 shall survive the cancellation or termination of this Agreement. 16 SUPPORT MAINTENANCE AND UPDATE 16.1 This Agreement does not grant the Licensee any right to any improvements, modifications, enhancements, upgrades or updates to the SOFTWARE, or any other support service relating to the SOFTWARE. A separated agreement may be concluded with IS2T. Notwithstanding the above, the use of improvements, modifications, enhancements, updates or upgrades received by the Licensee under IS2T's this support and update agreement shall be governed by this Agreement. 16.2 The Licensee acknowledges and agrees that the conclusion of a support and maintenance agreement does not guarantee that all errors in the SOFTWARE will be corrected or that all revisions (updates) will be compatible with previous versions of the SOFTWARE. 17 TERMINATION OF THE AGREEMENT 17.1 IS2T shall have the right to terminate this Agreement, effective immediately, if the Licensee is in breach of any of his obligations under this Agreement, including, but not limited to (i) the use of the SOFTWARE in any manner other than the rights granted in Sections 3 and 4, (ii) a breach of the confidentiality provisions outlined in Section 5, or (iii) a failure of the Licensee to remit payments as provided in Section 9. 17.2 This Agreement will terminate immediately, without notice, if the Licensee suspends his payments, becomes bankrupt or insolvent, or enters into liquidation. 17.3 Upon IS2T's termination of this Agreement (as set out in this Section 16), and in addition to the destruction of all copies of the SOFTWARE (as provided in Article 2.3), IS2T (or IS2T Partners and IS2T Distributors) may, at its option, require a written confirmation that all material related to the SOFTWARE has been destroyed. 17.4 The provisions of Article 16.3 shall survive the cancellation or termination of this Agreement. 18 PROHIBITION OF TRANSFER 18.1 This Agreement shall not be, in any situation, assignable or transferable in whole or in part by either party, without the prior written approval of the other party. This notwithstanding, IS2T may transfer, on whole or in part, this Agreement, to a company that is part of the IS2T Group of Companies, in the event of a merger or similar corporate reorganization. 19 PROHIBITION OF AMENDMENT 19.1 No alteration or amendment to this Agreement shall be valid unless such alteration or amendment is made in writing and signed by both Parties. 19.2 Any notice or communication under this Agreement shall be made in writing either by letter or by email and then confirmed letter to the parties at the addresses stated in the Invoice or at such other address a party may specify by written notice to the other. 19.3 This Agreement contains the entire understanding between the parties concerning its subject matter and supersedes any other agreement or understanding, whether written or oral, which may exist or have existed between the parties on the subject matter hereof. 20 ARBITRATION AGREEMENT 20.1 The Parties agree to submit to mediation, in accordance with the WIPO Mediation Rules, any dispute between IS2T (or an IS2T Partner or IS2T Distributor) and the Licensee, including but not limited to those arising under, out of or relating to this Agreement, the Invoice or the SOFTWARE and any subsequent amendments thereto. 20.2 The place of mediation shall be Paris, France. The language to be used in the mediation shall be English. 20.3 Disputes where the claimant is exclusively asserting claims for a monetary amount of less than fifty thousand euros (EUR 50,000). The parties further agree that, if, and to the extent that, any such dispute where the claimant is exclusively asserting claims for a monetary amount of less than fifty thousand euros (EUR 50,000) has not been settled pursuant to the mediation within sixty (60) days of the commencement of the mediation, it shall be referred to the French Commercial Court of Nantes. Alternatively, if, before the expiration of the said period of sixty (60) days, either party fails to participate or to continue to participate in the mediation, the dispute shall be referred to French Commercial Court of Nantes. 20.4 All other disputes, including disputes where the claimant is asserting claims for a monetary amount equal to or above fifty thousand euros (EUR 50,000) and disputes where the claimant is asserting claims concerning issues that are not quantified in monetary amounts. The parties further agree that if, and to the extent that, any such other dispute including dispute where the claimant is asserting claims for a monetary amount equal to or above fifty thousand euros (EUR 50,000) and dispute where the claimant is asserting claims concerning issues that are not quantified in monetary amounts has not been settled pursuant to the mediation within sixty (60) days of the commencement of the mediation, it shall, upon the filing of a Request for Arbitration by either party, be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. Alternatively, if, before the expiration of the said period of sixty (60) days, either party fails to participate or to continue to participate in the mediation, the dispute shall, upon the filing of a Request for Arbitration by the other party, be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Paris, France. The language to be used in the arbitral proceedings shall be English. The dispute referred to arbitration shall be decided in accordance with the French law. 21 THIRD PARTY SOFTWARE 21.1 MICROEJ Software Package (that can be either a media or any virtual container) may include one or more pieces of Software that are not IS2T proprietary Software which may be bundled with the SOFTWARE. Some of those pieces of Software are provided separately (in different folders) under a Copyleft License that is included in the Media. Any use of those third party pieces of Software is subject to the terms and conditions of the associated license enclosed that such third party Software. 21.2 Other Software, property of companies other than IS2T, may be provided by IS2T in conjunction with the SOFTWARE have been properly licensed to IS2T to be integrated in or with the SOFTWARE and shall be used only in conjunction with the SOFTWARE and in accordance with this Agreement. 22 APPLICABLE LAW 22.1 This Agreement shall be governed by, and interpreted in accordance with French Law excluding its conflicts and choices of law provisions. 22.2 The provisions of Sections 19, 20 and 21 and those other provisions which expressly indicate such shall survive the cancellation or termination of this Agreement. Reference: LAW-0011-LCS-MicroEJ_JPK_LicenseAgreement-2.0-A