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LICENSE AGREEMENT TERMS OF USE

TRANSIM TECHNOLOGY CORPORATION ("Transim") provides access to certain areas of this Website (the "Site"), and the materials and services available through the portions of the Website, subject to the following terms and conditions of use (these "Terms"), which constitute a legal contract between You (as either an individual or a legal entity, and hereafter referred to as "You") and Transim. By accessing or using the Site, You agree to be bound by these Terms and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR SUCH LAWS AND REGULATIONS, YOU ARE NOT AUTHORIZED TO ACCESS AND USE THE SITE OR THE MATERIALS AND SERVICES.

IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, OR ACCESSING OR USING THIS SITE AS PART OF YOUR DUTIES AS AN EMPLOYEE OF A CORPORATION OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT TO TRANSIM THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH CORPORATION OR LEGAL ENTITY AND TO BIND THE SAME TO THESE TERMS AND ALL OBLIGATIONS ARISING HEREUNDER. ALL RIGHTS AND LICENSES GRANTED HEREUNDER ARE NONTRANSFERABLE. YOU HAVE NO RIGHT TO GRANT SUBLICENSES TO ANY THIRD PARTY OR TO TRANSFER ANY RIGHTS TO ANY THIRD PARTY.

ALL MATERIALS, INCLUDING ALL INFORMATION, DATA, PRODUCTS, SAMPLES, AND SOFTWARE ("MATERIALS"), AND ALL SERVICES, INCLUDING ALL TECHNICAL SUPPORT, DESIGN SERVICES, DATA AND INFORMATION STORAGE ("SERVICES"), PROVIDED ON OR THROUGH THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, TRANSIM DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE SITE, MATERIALS AND SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRANSIM SHALL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY OR TO CREATE ANY WARRANTY.

Access and Use of the Site.

You are granted the right to access and use the Site, including permission to download, copy, and display materials contained on the Site, on a limited basis only for Your own use and strictly subject to these Terms.

Proprietary Rights.

The Materials provided or appearing on this Site include descriptions of patented technology, copyrightable subject matter, trade secrets, trademarks, service marks, and trade names ("Intellectual Property") which are proprietary to Transim or other third parties and are protected by patent, copyright, trademark and trade secret laws, and other intellectual property laws. You may not use the Materials, Services, or Intellectual Property except as permitted under these Terms. Any unauthorized use or copying of any Materials, Services, or Intellectual Property may violate patent, copyright, trademark and trade secret laws, and other intellectual property laws. As between You and Transim, Transim or, relevant other third parties shall retain all rights, title, interests, and ownership of any kind, including but not limited to, any and all intellectual property rights of every kind whatsoever, in and to the Site, and all Materials, Services, and Intellectual Property contained on or available through the Site. Neither You nor any other user shall be deemed to obtain any rights to the Site, Materials, Services, or Intellectual Property, and nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright, trademark, or trade secret of Transim or any third party, except as expressly set forth in these Terms. The ownership and use of any and all software obtained through the Site shall be subject to the end-user license agreement incorporated in or accompanying such software. By downloading any such software, you agree to be bound by the terms of the corresponding end-user license agreement.

Confidential Information.

All information pertaining to the Design Center shall be deemed to be Confidential Information of Transim. You agree to keep all information pertaining to the Design Center in confidence and not to disclose any such information to anyone without Transim's prior written consent. You agree not to use any such information for any purpose other than to design and test analog systems that include products supported by the Design Center. You agree not to use any such information to design or create any system that competes with the Design Center.

User Conduct.

You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations applicable to use of the Site. You shall not in any manner: (i) distribute, use or make copies of, or otherwise duplicate the Materials contained on the Site, except as expressly authorized under these Terms; (ii) make the Site, or any Materials contained on the Site, available to any unauthorized third party; (iii) sell, loan, rent, lease, re-license, sublicense, transmit, distribute, re-distribute, or timeshare the Site, or create any Internet "link" to the Site without prior express authorization from Transim, or "frame" or "mirror" the materials or services contained on or accessible from the Site on any other server or Internet-based device; (iv) cause or permit the reverse engineering, disassembly, decompilation of, or any other attempt to derive any software comprising or available through the Site, except to the extent permitted by law; or (v) remove, alter, amend, or otherwise tamper with any titles, trademarks, copyright, restricted rights notices, or other proprietary rights legend, or any license agreement, included or provided with the Site. In addition, without limitation, You agree not to use the Site: (a) to harvest, collect, gather or assemble any Materials for other than Your own use; (b) to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses; (c) to transmit or post any material or information which is unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of another's privacy, vulgar, obscene or otherwise objectionable; (d) to transmit any material that may infringe the intellectual property rights or other rights of third parties, including any patent, trademark, copyright, trade secret, or right of publicity; (e) to transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots; (f) to interfere with or disrupt servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (g) to attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through password mining or any other means; or (h) to harass or interfere with another user's use of the Site.

User Accounts.

You are granted the right to establish, access and use an account on the Site containing data and other materials ("Your Account"). You hereby represent and warrant that all information that you provide to Transim in registering for Your Account is current, complete and correct, and that You will promptly update such information following any change which renders it incomplete or incorrect. Transim may refuse to open, permit access to, or terminate Your Account if Transim suspects any information provided by You is untrue, inaccurate, incomplete, not current, or misleading. Transim may restrict the types and amounts of information stored in Your Account.

User Responsibilities.

You are solely responsible for (i) any and all activities that occur under Your Account; (ii) the safe keeping and use of Your Account password; and (iii) properly exiting and logging off from Your Account. You shall not share or disclose Your Account password with any person or entity. You shall notify Transim immediately of any unauthorized use of Your Account or Your Account password, or any other breach of security that is known or suspected by You. Transim shall not be responsible for any unauthorized access to, or alteration of, Your Account, or any transmissions, material, information or data sent or received using Your Account, regardless of whether the same is actually received by Transim, or any transactions entered into using or through the Site, or any failure by You or any Authorized User to abide by this Agreement. You bear sole responsibility for maintaining backup copies of any information stored in Your Account. Transim shall have no obligation regarding the safekeeping of any information in Your Account and You hereby waive any and all claims against Transim for any information contained in Your Account which is lost, stolen, deleted, corrupted or otherwise rendered inaccessible or unusable. YOU HEREBY WARRANT AND REPRESENT THAT NO INFORMATION NOW OR HEREAFTER CONTAINED IN YOUR ACCOUNT SHALL COMPRISE A TRADE SECRET OR CONFIDENTIAL INFORMATION.

Changes to User Terms and Conditions.

Transim reserves the right from time to time in its sole discretion to establish or modify these Terms governing use of the Site by posting notice of such changes on the Site. By using or accessing the Site or Your Account subsequent to the posting of any change to these Terms, You shall be deemed to have consented and agreed to such changes.

Changes and Upgrades.

Transim may in its sole discretion and at any time materially change, add to, delete from, or revise any portion of the Site, including the scope and extent of the Site's functionality, or otherwise provide any updates, upgrades, or enhancements to the Site. Transim may remove, replace or modify the Site at any time without notice. Each such upgrade, enhancement, change, addition to or deletion from the Site shall be incorporated therein and shall be subject to all terms and conditions set forth in these Terms. Transim makes no commitment to update to keep the Site current.

General Disclaimers.

THE SITE, THE MATERIALS, AND THE SERVICES ARE PROVIDED, AND ARE ACCEPTED BY YOU, "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, TRANSIM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ANY MATERIALS DOWNLOADED OR SERVICES OBTAINED THROUGH THE USE OF THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THIS SITE.

TRANSIM MAKES NO WARRANTY OR REPRESENTATION AS TO THE AVAILABILITY, PERFORMANCE, ACCURACY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, COMPLETENESS OF, OR THE RESULTS OF THE USE OF, THE SITE, THE MATERIALS, OR THE SERVICES. MORE PARTICULARLY, TRANSIM DOES NOT REPRESENT OR WARRANT: (I) THAT THE SITE, THE MATERIALS, OR THE SERVICES WILL BE SECURE, TIMELY, RELIABLE, UNINTERRUPTED, OR FREE FROM ERRORS, INACCURACIES, VIRUSES, OR HARMFUL COMPONENTS, OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THAT THE SITE, THE MATERIALS, OR THE SERVICES, OR ANY INFORMATION OR DATA OBTAINED, PROCESSED, OR STORED BY YOU THROUGH THE SITE, THE MATERIALS, OR THE SERVICES, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (III) THAT ANY STORED INFORMATION OR DATA WILL BE ACCURATE OR RELIABLE; (IV) THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR (V) THAT YOUR USE OF THE SITE, MATERIALS OR SERVICES WILL BE WITHOUT INTERFERENCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRANSIM SHALL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY OR TO CREATE ANY WARRANTY.

Limitations.

YOU ARE ADVISED NOT TO RELY FOR ANY PURPOSE ON THE SITE, THE MATERIALS, OR THE SERVICES. TRANSIM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THIS SITE, THE MATERIALS, SERVICES OR LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE, AND ALL OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR ANY OTHER THEORY OF LAW, INCLUDING WITHOUT LIMITATION ANY LOSS OF INCOME, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF ANY USER INFORMATION OR OTHER DATA, EVEN IF TRANSIM OR A TRANSIM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Links to Other Sites.

The Site contains links to Websites maintained by other parties, and Transim does not control these parties or the content, products, or services offered through such Websites. The inclusion of any link does not imply any endorsement by Transim of the linked site, or of any content, products, or services offered through the linked site. Transim makes no representations or warranties whatsoever about any linked site, or the availability of any products offered through the linked site, and accepts no responsibility or obligation in connection with Your use of any linked site. The entire risk and responsibility arising from linking with any such site, including any transactions entered into through such site, remain with You.

Termination.

You have the right to discontinue use of the Site at any time. Transim may at any time and in its sole discretion modify, restrict, or terminate these Terms and all rights granted hereunder, including Your account and password, upon written notice. Transim may further terminate Your account if You do not first log on within thirty (30) days after registration or ninety (90) days since Your last login. Upon termination for any reason all rights granted to You hereunder shall terminate and You shall immediately cease use of the Site, and return or destroy any materials obtained through the Site. The rights granted herein shall automatically terminate, and all use of the Site, Materials, and Services by You must cease immediately, upon any breach of these Terms. Transim shall not be liable to You or any third party for any claim or cause of action arising out of such termination.

Local Laws and Export Control.

Transim controls and operates the Site from its location in the United States. The Materials and Services on this Site are subject to United States export control laws and regulations. Transim makes no representation that the Site is appropriate or available for use in other locations. By using this Site, You represent and warrant that: (i) You are not listed on the U.S. Commerce Department's Table of Denial Orders, the U.S. Treasury Department's lists of specially designated nationals, or otherwise denied the privilege of participating in transactions involving the export of U.S.-origin products and services; (ii) You are not located in a country that is subject to embargo by the United States (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or the Taliban Occupied Part of Afghanistan); (iii) You are not engaged, directly or indirectly, in the design, development, production, stockpiling or use of nuclear, chemical or biological weapons or missiles; and (iv) unless prior authorization is obtained from the Bureau of Export Administration, You will not (1) knowingly re-export the technical data received from You to any destination, or (2) export the direct product of the technical data, directly or indirectly, to a country listed in Country Group D:1 or E:2 in Supplement No. 1 to Part 740 of the Export Administration Regulations (Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia, Cuba, Estonia, Georgia, Kazakhstan, Kyrgyzstan, Laos, Latvia, Libya, Lithuania, Macau, Moldova, Mongolia, North Korea, People's Republic of China, Romania, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, or Vietnam).

Entire Agreement/Amendments.

These Terms constitute the complete agreement between You and Transim concerning the subject matter set forth herein, and supersede all prior or contemporaneous negotiations, agreements or representations in respect thereof. You may also be subject to additional terms and conditions, including but not limited to additional terms and conditions that may apply when you purchase products or services, or use or download software. These Terms may not be amended, modified or supplemented except in writing by Transim, and no other act, document, usage or custom shall be deemed to amend, modify or supplement these Terms.

Assignment.

You may not transfer or assign to any third party, in whole or in part, Your Account or any other rights granted under these Terms. Any attempted assignment in violation of this provision shall be null and void and shall automatically terminate all rights granted under these Terms.

Waiver.

Transim shall not be deemed by any act, delay, or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Transim, and only to the extent specifically set forth in said writing. A waiver, failure or delay in exercising any right, power or privilege, or any single or partial exercise of any right, power or privilege, will not act to preclude any subsequent or further exercise of that or any other right, power or privilege.

Severability. If the application of any provision hereof to any particular Party, facts, or circumstance shall be held by a court of competent jurisdiction to be invalid or unenforceable, then (i) such provision shall be reformed without further action by the Parties to the extent necessary to render such provision valid and enforceable when applied to such particular Party, facts, or circumstances; and (ii) the validity and enforceability of such provision as applied to any other particular Party, facts, or circumstances, and the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.

Governing Law.

These Terms shall be governed by and construed in accordance with the laws of the State of Oregon applicable to contracts entered into and wholly performed therein, without regard to that body of law pertaining to conflicts of laws. Any suits or controversies between the Parties arising hereunder shall be adjudicated before a court of competent jurisdiction located in Multnomah County, Oregon. As permitted under Article 6 of the United Nations Convention on Contracts for the International Sale of Goods, You and Transim hereby agree that said Convention shall not apply to this Agreement, or any dispute arising hereunder.

Notices.

Any notice required or permitted to be given to Transim under these Terms shall be given as follows: by electronic mail to Transim Technology Corporation, or by letter sent by first-class postage prepaid mail to Transim Technology Corporation, Suite 201, 1925 NW Overton, Portland, OR 97209, attention: President. Transim may give notice to You by means of a general notice via the Services, electronic e-mail to Your e-mail address on record in Transim's account information, or by written communication sent by first class mail to Your address on record in Transim's account information. A change of address by either Party shall only be effective if given in accordance with the provisions of this Section.

U.S. Government Restricted Rights.

If the right to use the Site is acquired under the terms of: (i) a Department of Defense contract: the Government's rights to use, modify, reproduce, release, perform, display or disclose the Site or accompanying documentation are subject to the above-enumerated terms of these Terms pursuant to 48 CFR 252.227.7202-3; (ii) a Civilian agency contract: the Government's rights to use, modify, reproduce, release or disclose the Site or accompanying documentation are subject to the restrictions of paragraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19 and the restrictions set forth in these Terms. Contractor/Manufacturer is Transim Technology Corporation, a California corporation located at Suite 200, 433 NW 4th Avenue, Portland, OR 97209, U.S.A.